Resolution 2020-31394R ES O L U T IO N NO . 2 0 2 0 -3 1 3 9 4
A R E SO L U T IO N O F TH E M A Y O R A N D C IT Y C O M M ISS IO N O F T H E C IT Y O F
M IA M I B E A C H , FLO R ID A , A P P R O V IN G , IN S U B ST A N T IA L FO R M ,
A M E N D M E N T NO 4 TO TH E A G R EE M E N T W IT H VA N D AA L E N T EN N IS, LLC
(C O N T R A C T O R ), TO P R O V ID E TE N N IS P R O G RA M M IN G A T T H E M IA M I
B E A C H T EN N IS C E N T ER , D A T ED A U G U ST 30, 2017 ; SA ID A M E N D M E N T
PR O VI D IN G C O VI D -19 FI N AN CI A L R ELI EF TO C O N T R A C T O R , BY
LO W ER IN G T H E M IN IM U M G U A RA N T E E P A Y M E N T R E Q U IR ED U N D E R T H E
A G R EEM E N T TO $3,000 PER M O N T H , E F F E C T IV E O C T OB E R 1, 2020, UN T IL
S U C H T IM E A S C O N T RA C T O R IS A U T H O R IZ E D TO O PE R A T E T H E C E N T E R
W IT H O U T T H E SO C IA L D ISTA N C IN G R EQ U IR E M E N T , S U B JEC T TO FIN A L
NEG O T IA T IO N S BY TH E A D M IN IS T RA T IO N A N D R E V IEW A N D FO R M
A P P R O V A L BY T H E C IT Y A TT O R N EY ; A N D FU R T H E R A U T H O R IZ IN G TH E
M A Y O R A N D C IT Y C L E R K T O E X E C U T E T H E A M E N D M E N T .
W H E R E A S , on July 26, 2017, the Mayor and City Commission adopted Resolution
Number 2017-29936, accepting the written recommendation of the City Manager and waiving,
by 5/7 vote, the competitive bidding requirement, finding such waiver to be in the best interest
of the City; and approving, in substantial form, a one (1) year pilot agreement between the City
and Van Daalen Tennis, LLC for programming at the City's Miami Beach Tennis Center; and
WHEREAS, on August 30, 2017, the City and Van Daalen Tennis, LLC. (Contractor)
executed the One (1) Year Pilot Agreement (the "Agreement") to Provide Programming at the
City's North Shore Tennis Center, now known as the "Miami Beach Tennis Center" (the
Center"); and
WHEREAS, on April 11, 2018, the Mayor and City Commission referred an item to the
Finance and Citywide Projects Committee ("FCWPC") to discuss a term extension of six months
for the Agreement to provide programming at the Center following the completion of the
scheduled construction projects at the Center; and
WHEREAS, on April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30279, changing the name of the Center from North Shore Tennis Center to the Miami
Beach Tennis Center; and
WHEREAS, on June 6, 2018, the Mayor and City Commission adopted Resolution No.
2018-30330, accepting the recommendation of the Finance and Citywide Projects Committee,
at its May 18, 2018 meeting, and approving Amendment No. 1 to the Agreement, including the
following modifications to the Agreement:
(1) Acknowledging the term extension of six months at the completion of the scheduled
construction projects at the Miami Beach Tennis Center for Van Daalen Tennis, LLC;
(2) Acknowledging the Contractor's education compact fund contribution, in an amount
of $500.00;
(3) providing for the addition of language related to identifying the Center as the Miami
Beach Tennis Center;
( 4) Adding language addressing light fees and club baskets;
(5) Adding language regarding payment to Contractor for the City's summer sports
specialty camp;
(6) Updating the tennis softw are pro vider; and
(7) Pro viding the City with utilization of courts for City pro duced tennis related special
events and/or City sponsored special events to be added to the scope of the
Agreement; and
WHEREAS, on April 10, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30776, approving Amendment No. 2 to the pilot agreement to adjust the Contractor's
programming and management fee from $500,000.00 to a not to exceed amount of $750,000.00
per year during the term of the Agreement to correspond to the programming demands; and
WHEREAS, on July 31, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30923, accepting the recommendation of the FCWPC, to amend the Agreement by
transferring the responsibility for payment of operational and personnel expenses at the Center
from the City to Contractor; and
WHEREAS, on October 16, 2019, the Mayor and City Commission adopted Resolution
No. 2019-31029, waiving, by 5/7 vote, the competitive bidding requirement, finding such waiver
to be in the best interest of the City, and approving Amendment No. 3 to the Agreement, (1)
fixing the expiration date of the Agreement as September 30, 2020 and including two (2)
successive one (1) year renewal terms, at the City's option; (3) shifting the responsibilities and
costs associated with the operation of the Center from the City to Contractor; changing the
financial terms to provide for payment to the City of: (i) a minimum monthly Guarantee payment
of $3,500 for the one-year period commencing on January 1, 2020 (year one), with the minimum
monthly guarantee increasing by $500 for each renewal term, plus (ii) a monthly payment equal
to 5% of the gross revenues, once the total cumulative gross revenues in a Contract Year
exceeds $700,000; and
WHEREAS, on March 12, 2020, in line with Executive Order 20-52 instituted by
Governor Ron Desantis and emergency declaration issued by County Mayor Carlos Gimenez,
the City Manager declared a State of Emergency, in response to the coronavirus (COVID-19)
pandemic; and
WHEREAS, the Mayor and City Commission have adopted several resolutions
authorizing the City Manager to extend the duration of the State of Emergency and implement
discretionary emergency measures deemed necessary to address the COVID-19 crisis and to
protect the public health, safety and welfare of the people of the City of Miami Beach; and
WHEREAS, the Miami Beach Tennis Center was closed from March 19, 2020 through
April 28, 2020 and reopened with strict social distancing policies that have greatly impacted
revenue; and
WHEREAS, pursuant to Resolution No. 2020-31332, the City has granted COVID-19
rent relief to commercial tenants and operators of City-owned properties for the period from April
1, 2020 to September 30, 2020; and
WHEREAS, the Administration would like to similarly provide financial relief to
Contractor, by lowering their monthly Minimum Guarantee payment to $3,000.00 (currently
$4,000.00 per month), effective October 1, 2020, until such time as Contractor is authorized to
resume operations without the social distancing requirement; and
W H E R EA S, the Administration recommends approving, in substantial form, Amendment
No. 4 to the Agreement, incorporated herein by reference and attached to this Resolution as
Exhibit "E".
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, Amendment No. 4 to the Agreement with Van
Daalen Tennis, LLC (Contractor); said amendment providing COVID-19 financial relief to
Contractor, by lowering the Minimum Guarantee payment required under the Agreement to
3,000 per month, effective October 1, 2020, until such time as Contractor is authorized to
operate the Center without the social distancing requirement, subject to final negotiations by the
Administration and review and form approval by the City Attorney; and further authorize the
Mayor and City Clerk to execute the Amendment.
PASSED AND ADOPTED this 16 day of September, 2020.
Dan Gelber, Mayor
ATTEST:
Rafael
.h, URA
i
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
9u4@i- sos
Jd[city Attorney ~ ate
AMENDMENT NO . 4
TO AG REEMENT W ITH VAN DAA LEN TENNIS, LLC
TO
P R O VID E PRO G RA MMING AT THE
C IT Y 'S M IA M I B EACH TENNIS CENTER
This Amendment No. 4 ("Amendment") to the Agreement, dated August 30, 2017, to
provide programming at the City's Miami Beach Tennis Center, by and between the City of Miami
Beach, Florida, a municipal corporation, organized and existing under the laws of the State of
Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach,
Florida 33139 (the "City"), and Van Daalen Tennis, LLC, a Florida limited liability company, having
its principal place of business at 15051 Royal Oaks Lane, Apt. 1604, North Miami, Florida 33181
("CONTRACTOR"), is entered into this day of , 2020.
RECITALS
WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution
Number 2017-29936, accepting the written recommendation of the City Manager and waiving, by
5/7 vote, the competitive bidding requirement, finding such waiver to be in the best interest of
the City; and approving, in substantial form, a one (1) year pilot agreement between the City and
Van Oaalen Tennis, LLC ("CONTRACTOR"), for programming at the City's "Miami Beach Tennis
Center" (the "Center"); and
WHEREAS, on August 30, 2017, the City and Van Daalen Tennis, LLC. ("Contractor")
executed the One (1) Year Pilot Agreement (the "Agreement") to Provide Tennis Programming at
the City's North Shore Tennis Center, now known as the "Miami Beach Tennis Center" (the
Center"); and
WHEREAS, at the April 11, 2018 City Commission Meeting, a discussion regarding a
term extension of 6-months for Van Daalen Tennis, LLC. to provide programming, following the
completion of the scheduled construction projects at the "Center" was referred to the Finance and
Citywide Projects Committee ("FCWPC"); and
WHEREAS, on April 11, 2018, the City Commission adopted Resolution No. 2018-30279,
changing the name from "North Shore Tennis Center" to the "Miami Beach Tennis Center''; and
WHEREAS, on June 6, 2018, the Mayor and City Commission adopted Resolution No.
2018-30330, accepting the recommendation of the Finance and Citywide Projects Committee, at
its May 18, 2018 meeting, approving Amendment No. 1to the Agreement, including the following
essential terms:
(1) Acknowledging the term extension of six months at the completion of the scheduled
construction projects at the Miami Beach Tennis Center for Van Daalen Tennis, LLC;
(2) Acknowledging the Contractor's education compact fund contribution, in an amount of
$500.00;
(3) providing for the addition of language related to identifying the Center as the Miami
Beach Tennis Center;
( 4) Adding language addressing light fees and club baskets;
(5) Adding language regarding payment to Contractor for the City's summer sports
specialty camp;
EXHIBIT
(6) Updating the tennis softw are pro vider; and
(7) Providing the City with utilization of courts for City produced tennis related special
e v e n ts a n d/or City sponsored special events to be added to the scope of the
A g re e m e n t; a n d
WHEREAS, at the April 10, 2019 City Commission Meeting, Resolution No. 2019-30776
was passed approving Amendment No. 2 to the pilot agreement to adjust the CONTRACTOR's
programming and management fee from $500,000.00 to a not to exceed amount of $750,000.00
per year during the term of the agreement to correspond to the programming demands; and
WHEREAS, at the July 19, 2019 Finance and Citywide Projects Committee meeting, a
motion was made to have the Parks and Recreation Department amend the Van Daalen Tennis,
LLC ("Contractor") Pilot Agreement, providing programming at the City's Miami Beach Tennis
Center, by shifting the responsibility of operating and personnel cost to the Contractor; and
WHEREAS, at the July 31, 2019 Commission Meeting, Resolution No. 2019-30923 was
passed to amend the Pilot Agreement with Van Daalen Tennis, LLC. (Contractor) to provide
programming at the City's Miami Beach Tennis Center; said amendment transferring, from the
City to the Contractor, the responsibility for payment of operational and personnel expenses at
the Center; and
WHEREAS, on October 16, 2019, the Mayor and City Commission adopted Resolution
No. 2019-31029, waiving, by 5/7" vote, the competitive bidding requirement, finding such waiver
to be in the best interest of the City, and approving Amendment No. 3 to the Agreement, (1) fixing
the expiration date of the Agreement as September 30, 2020 and including two (2) successive
one (1) year renewal terms, at the City's option; (3) shifting the responsibilities and costs
associated with the operation of the Center from the City to Contractor; changing the financial
terms to provide for payment to the City of: (i) a minimum monthly Guarantee payment of $3,500
for the one-year period commencing on January 1, 2020 (year one), with the minimum monthly
guarantee increasing by $500 for each renewal term, plus (ii) a monthly payment equal to 5% of
the gross revenues, once the total cumulative gross revenues in a Contract Year exceeds
$700,000; and
WHEREAS, pursuant to Resolution No. 2020-31332, the City has granted COVID-19
rent relief to commercial tenants and operators of City-owned properties for the period from April
1, 2020 to September 30, 2020; and
WHEREAS, on September 16, 2020, the Mayor and City Commission adopted
Resolution No. , approving this Amendment No. 4 to the Agreement, to provide
COVID-19 financial relief to CONTRACTOR, by lowering the Minimum Guarantee payment
required under the Agreement from $4,000 to $3,000 per month, commencing October 1, 2020
and terminating once CONTRACTOR is authorized to resume operations without the social
distancing requirement.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and CONTRACTOR hereby agree to amend the Agreement as follows:
1. ABOVE RECIT ALS.
The above recitals are true and correct and are incorporated as part of this Amendment.
Page 2 of 4
2. M O D IF IC A T IO N S .
In response to the COVID-19 pandemic, commencing on October 1, 2020, the Minimum
Guarantee payment, required under subsection 4.1.1 (A) of the Agreement, will be reduced to
$3,000.00 per month, until such time as CONTRACTOR is authorized, by the applicable
governmental authorities, to operate the Center without the social distancing requirement.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the provisions of
this Amendment and the Agreement, the provisions of this Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 3 of 4
IN W ITNESS W HEREO F, the parties hereto have caused this Amendment to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Date
FOR CONTRACTOR: VAN DAALEN TENNIS, LLC
ATTEST:
By:
Print Name and Title
Director of Programming
Martin Van Daalen
Print Name
Date
Page 4 of 4
EXHIBIT "1"
AMENDMENT NO. 10 TO THE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
LIMOUSINES OF SOUTH FLORIDA, INC.
FOR THE TURN-KEY OPERATIONS AND MAINTENANCE SERVICES OF A MUNICIPAL TROLLEY
SYSTEM FOR THE CITY OF MIAMI BEACH
This Amendment No. 10 to the Agreement, dated May 8, 2014, between the City of Miami
Beach, Florida and Limousines of South Florida, Inc, for Turn-Key Operations and Maintenance
Services of a Municipal Trolley System for the City of Miami Beach (the Agreement) is made and
entered into this day of , 2020, (Effective Date).
WHEREAS, on April 30, 2014, the City Commission approved the award of Invitation to
Bid (1TB) No. 2014-154-SR for Turn-Key Trolley Operations and Maintenance Services to
Limousines of South Florida, Inc. (LSF or CONTRACTOR); and
WHEREAS, on May 8, 2014, the CITY and LSF executed the Agreement; and
WHEREAS, on July 30, 2014, the Mayor and City Commission adopted Resolution No.
2014-28708, authorizing the CITY to execute Amendment No. 1 to the Agreement, which
increased the scope of the Agreement to include optional equipment, as well as additional
automated stop announcement equipment, with the capability of displaying public
advertisements; and
WHEREAS, on October 6, 2014, the CITY and CONTRACTOR executed Amendment No.
1; and
WHEREAS, on March 18, 2015, the Mayor and City Commission adopted Resolution No.
2015-28967, approving and authorizing Amendment No. 2 to the Agreement, incorporating an
enhanced Scope of Services to the Agreement in order to accommodate additional transportation
expenses needed for the CITY's Centennial celebration, increasing the cost of the Agreement for
said enhanced Scope of Services during the 2014-2015 fiscal year, solely; and
WHEREAS, on March 24, 2015, the CITY and CONTRACTOR executed Amendment No.
2; and
WHEREAS, on October 21, 2015, the Mayor and City Commission adopted Resolution No.
2015-29194, waiving, by 5/7" vote, the competitive bidding requirement and approving
Amendment No. 3 to the Agreement; said amendment providing for (1) the addition of two new
routes in Middle Beach (the Middle Beach Loop and the Collins Link); (2) the addition of fourteen
(14) new modified/kneeling high-floor/rear end wheel chair lift trolley vehicles (New Modified
trolley vehicles) for the operation of the North Beach and Middle Beach routes, in an amount not
to exceed $6,700,000 annually; (3) a negotiated new hourly rate commensurate with the cost of
said trolley vehicles and the additional services for the new Middle Beach routes; (4) the early
exercise of the two (2) renewal options, extending the agreement to May 7, 2021; (5) in addition
to the term provided in the previous subsection ( 4 ), further extending the term, as to each route,
to include a full sixty (60) month term, commencing as of the roll-out date of all the modified high-
floor trolley vehicles for each respective route; and (6) and authorizing the City Manager to
approve the purchase of additional optional equipment for the New Modified trolley vehicles; and
Page 1 of24
W HEREAS, on January 14, 2016, the CITY and CONTRACTOR executed Amendment
No.3; and
WHEREAS, on July 20, 2016, the Mayor and City Commission adopted Resolution No.
2016-29519, accepting the recommendation of the City Manager and waiving, by 5/7 vote, the
competitive bidding requirement, finding such waiver to be in the best interest of the CITY, and
approving, in substantial form, Amendment No. 4 to the Agreement, increasing the scope of the
Agreement to include the following: (1) the addition of one (1) bi-directional route in South Beach
for a term of sixty (60) months, commencing as of the roll-out date for the Low-Floor trolley
vehicles; (2) the addition of twelve (12) new Low-Floor trolley vehicles for use in all CITY trolley
routes; (3) a negotiated new hourly rate for the Low-Floor trolley vehicles and additional
associated services; and ( 4) increasing the annual cost of the Agreement, from a not to exceed
cost of $6,700,000 to a not to exceed cost of $12,000,000; authorizing the City Manager to
approve the purchase of additional optional equipment for the Low-Floor trolley vehicles, as may
be needed in the Administration's discretion, subject to funding availability; authorizing the CITY
Manager to terminate the existing interlocal agreement, in connection with the negotiation of a
new interlocal agreement with Miami-Dade County, in connection with the South Beach route;
and further authorizing the Mayor and City Clerk to execute the final negotiated interlocal
agreement and Amendment No. 4; and
WHEREAS, Amendment No.4 to the Agreement was executed on March 29, 2017; and
WHEREAS, on May 17, 2017, the Mayor and City Commission adopted Resolution No.
2017-29873, approving and authorizing the City Manager and City Clerk to execute Amendment
No. 5 to the Agreement; approving the replacement of the Collins Link route alignment with the
Collins Express route, at no additional cost to the CITY, to provide more direct intracity
connectivity between Washington Avenue/Lincoln road and 88 Street; and
WHEREAS, Amendment No. 5 to the Agreement was executed on October 26, 2017; and
WHEREAS, the routes rolled-out their services as follows:
(1) Middle Beach Loop rolled-out its services on November 22, 2016 with six (6)
New Modified trolley vehicles;
(2) the Collins link rolled-out its services on December 22, 2016 with five (5) New
Modified trolley vehicles and ended its services on October 31, 2017, with the
Collins Express replacing the Collins Link on November 1, 2017;
(3) the North Beach Loop rolled-out its services on January 9, 2017 with three (3)
New Modified trolley vehicles and one (1) high-floor trolley vehicle; and
(4) the South Beach route rolled out its services on November 20, 2017 with ten
(10) Low-Floor trolley vehicles.
WHEREAS, on October 18, 2017, the Mayor and City Commission adopted Ordinance
No. 2017-4143, amending certain provisions of the City Living Wage Ordinance as codified in
Sections 2-407 through 2-410 of the City Code or the Ordinance; and
WHEREAS, based upon an evaluation of ridership data, on January 23, 2018, one (1) of
the Middle Beach Loop vehicles was reassigned to the Collins Express route; and
Page 2 of24
W H E R E A S , A m e nd m e n t N o . 6 to th e A g re e m ent re fle ctin g the im pa ct of the Li vin g W ag e
ordina n ce w a s exe c ute d o n D e cem b er 4, 20 18; and
WHEREAS, on Jan u ar y 16 , 20 19 , the M a yor and the C ity C o m m ission ad o pte d R e solutio n
N o . 20 1 9 -3 0 6 8 7 , ap p rovin g , in su b sta n tia l fo rm , A m e n dm e n t N o . 7 to the A g re e m e nt; sa id
am e n d m e nt in c lud in g the fo llo w in g m o d ific atio ns: ( 1) ad ding o n e ( 1) use d high-floo r tro lle y ve hic le
to the C ity's tro lle y fle e t to be use d a s a sp a re on ly ; (2 ) pe rm itt in g th e o p eratio n of a ll tro lle y ve hicl e
type s (h ig h -flo o r, m o d ifi e d high -flo or /k n e el in g or lo w -floor) a lo n g a n y of the C ity's trolley ro u tes,
as ne e d e d , to en s u re pro pe r se rv ic e co v e rag e ; and (3) m o difying oth er m isce llaneou s pro visio ns
of the A gre e m e n t to ad d re ss the cu rre n t op e ratin g cond itions of the tro lley serv ice s, w h ich inclu de
u p da tin g th e tro lle y ro ute s, esta b lis h in g a ne w O n-T im e P e rf orm a n ce goa l of 85% for a ll tro lle y
ro ute s, an d cl a rifyin g the la n g u a g e fo r de te rm in in g fuel ch a rge adjustm e nts an d perf or m a nce
p e na ltie s; a n d
WHEREAS, A m e nd m e n t N o . 7 to the A g ree m en t w as execute d on M a rch 15, 20 19; and
WHEREAS, on S e pte m b e r 25, 20 19 , th e M ayor a n d the C ity C om m issio n ad o pted
R e so lu tio n N o . 20 19 -3 10 0 0 ap p r o vi ng A m e nd m en t N o . 8 to th e A g reem en t; sa id am e n dm e nt,
ad d in g , at no ad d itio na l co st to the C ity, on e (1) use d 2006 hig h-flo or tro lley vehicle in th e C ity's
tro lle y fle e t, to be use d so le ly as a sp a re ; an d
WHEREAS, on Jul y 29, 20 2 0, th e M a yo r and C ity C o m m issio n adopte d R e solutio n N o .
20 20 -3 1 3 7 3, a u th or izi ng th e A d m in is tra tio n to ne gotiate A m e n d m e nt N o .9 to th e A gree m e nt,
sa id a m e n d m e n t: (1) ap p ro v in g th e te m p o ra ry use of the C ity tro lle y flee t by M ia m i-D ad e
C o u n ty , F lo rid a d u rin g an y pe rio d s of su s p e n sio n of trolle y se rv ic e s; and (2 ) ap p rov ing ne w
ra te s fo r o p e ra tio n d u rin g re d u c e d le v e ls of se rvice ; a n d
WHEREAS, A m e n d m e n t N o . 9 to the A g re e m en t w a s exe cute d on A ug u st 19 , 20 2 0; and
WHEREAS, the A gre e m e n t, A m e nd m e n t N o . 1, Am e n dm e n t N o . 2, A m e ndm e n t N o . 3,
A m e n d m e n t N o . 4, Am en dm en t N o . 5, Am en d m en t N o . 6 , Am en d m en t N o . 7, Am en dm en t N o . 8
a nd A m e nd m e n t N o . 9 sha ll be co lle ctiv e ly referred to herein as th e "A greem ent"; an d
WHEREAS, o n M a rch 26 , 2 0 2 0 , in resp o n se to the C o ro navirus Di se ase 20 19 (C O VI D-
19 ) p a n d e m ic , th e C IT Y su sp e n d e d all tro lle y se rv ice (com m e ncem e n t of "S usp e nsio n P e riod");
an d
WHEREAS, the C ity's tro lle y fle e t co nsists of 33 trolle y vehicle s, w h ich flee t, prio r to the
co m m e n ce m e nt of th e S u sp e n s io n P e rio d , op e rated at a se rvice le vel of app ro xim a te ly 13 ,4 7 1
sche d u le d se rv ic e ho u rs pe r m o n th (B a s e lin e Le ve l of S ervice ); a n d
WHEREAS, alth o ug h th e C ity's tro lle y se rvices w e re su sp e nded , LS F continues to
accru e fixe d co sts, in the am o u n t of $16 7 ,0 9 5 .0 0/m on th, fo r w hic h LS F ha s requested financia l
assista n c e fr o m the C ity (S u s p e n s io n P e rio d S hort fall); a nd
WHEREAS, the rece ntly -e x e c ute d A m e n dm e nt N o . 9 to the A g re e m e nt appro ved the
te m p o ra ry use of the C ity tro lle y fle e t by M ia m i-D a de C oun ty (C oun ty O p erate d tro lle y ve hicle s)
du rin g the C ity's su sp e nsio n of tro lle y se rvice s w hile giv ing the C ity the ab ility to re q uest an y
n u m b e r of tro lle y ve h icl e s fo r its us e w ith in 30 days of notifi catio n ; a n d
Page 3 of24
W H E R E A S , Amendment No. 9 also approved new rates for the operation of the City's
trolley fleet during reduced levels of service, based upon the scheduled service hours for the
City operated and County Operated trolley vehicles, combined (Combined Fleet); and
WHEREAS, the County's use of the trolley fleet commenced on July 31, 2020, which use,
has stopped the accumulation of the Suspension Period Shortfall as of July 31, 2020 and could
serve to reduce the Suspension Period Shortfall, in the evet the Combined Fleet exceeds the
Baseline Level of Service; and
WHEREAS, in lieu of providing the CONTRACTOR with a lump sum payment to cover the
Suspension Period Shortfall, if any, the CONTRACTOR and the CITY have agreed to extend the
Term, allowing the CONTRACTOR to recover the loss of the Baseline Level of Service (13,471
scheduled hours per month) during the Suspension Period (Baseline Level of Service Shortfall),
by extending the Agreement for a period of up to four months for each month of service
suspension (Term Extension Formula); and
WHEREAS, on September 16, 2020, the Mayor and the City Commission adopted
Resolution No.accepting the recommendation of the Neighborhood and Quality
of Life Committee, at its February 3, 2020 meeting, to modify the South Beach Trolley route,
and waiving, by 5/7" vote, the formal competitive bidding requirement, finding such waiver
to be in the City's best interest, and approving, in substantial form, Amendment No. 10 to
the Agreement, dated May 8, 2014, between the City and Limousines of South Florida, INC,
for turn-key operations and maintenance services of a municipal trolley system for the City
of Miami Beach; said amendment (1) approving a Term Extension Formula, in lieu of paying
LSF for any unrecovered fixed costs, incurred during the Suspension Period; (2) approving
the new service plan for South Beach; (3) authorizing the City Manager to make operational
changes to the Agreement, including approving the purchase and use of replacement trolley
vehicles (even if older than the year 2016); provided such administrative changes do not
increase the annual operating cost of the City's trolley service; and (4) modifying other
miscellaneous provisions of the Agreement.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the CITY and CONTRACTOR hereby agree to amend the Agreement as follows:
1. The recitals set forth above are true and correct and are incorporated herein by reference.
2. Section 3 of Article 1 of the Agreement, entitled "TE RM ", is hereby deleted
and in its entirety and replaced with the following:
3. TERM: This Agreement shall have a staggered term (the Term), with each of the Trolley
Service Areas having a five (5) year Term, commencing as of the initial roll-out date (Roll-
Out Date) of the new trolley vehicles for each respective Trolley Service Area. The Term
of each Trolley Service Area shall be as follows:
a. North Beach Loop: from January 9, 2017 through January 8,2022;
b. Middle Beach Loop: from Noyember 22 2016 to November 21, 2021;
c. Collins Express: from the Collins Express Commencement Date
through December 21, 2021;
Page 4 0f 24
d. South Beach Route: from November 20, 2017 through November
19, 2022
The Term will be subject to further extension, as follows:
A true-up will be made within 90 days prior to the expiration date for the Middle Beach Loop route,
on November 21, 2021 (True-Up Date). Effective, as of the True-Up Date, the expiration date of
the Term for each of the Trolley Service Areas shall be extended to November 20,2022 so that
all the routes for the Trolley Service Areas end on the same date (Coterminous Term Extension).
Additionally, If, as of the True-Up Date, there is any remaining balance owed to CONTRACTOR
for the Baseline Level of Service Shortfall, the Agreement Term shall be extended pursuant to the
Term Extension Formula (Term Extension Period), commencing on November 19, 2022.
In determining whether an additional Term Extension Period is required, based upon the Term
Extension Formula, the City will apply a credit for (1) the additional months of service included in
the Coterminous Term Extension and (2) all Surplus Hours (as defined herein) accumulated
through the True Up Date. In the event that the Baseline Level of Service Shortfall does not total
a complete month, the extension would be prorated. Surplus Hours, as referenced herein, shall
mean the total number of scheduled service hours for the County Operated trolley vehicles in a
given month, in combination with the City's scheduled service hours for the same month, inclusive
of all vehicles and all routes combined (collectively, the "Combined Fleet"), which exceed the
Baseline Level of Service hours (13,471hours) for the given month. The CONTRACTOR and the
CITY agree that CONTRACTOR is owed 56,994 hours (less number of hours of operation for
County Operated trolley vehicles on July 31, 2020,_ which are yet to be determined) as the
Baseline Level of Service Shortfall for the period from March 26, 2020 to July 30. 2020 By way
of example only, if the City started to operate in October, based upon the reduced level of service
of 6,000 hours per month, and the County scheduled 10,000 hours for the same month, the
Baseline Level of Service Shortfall owed to CONTRA CTOR as of October 312020 would be no
more than 54,465; to wit: 56,994- cre di t of 2,529 (13,471 -16,000 = (-2,529)).
4. Section 3 of Article 2 of the Agreement, entitled "SAFETY AND PROTECTION", is hereby
deleted in its entirety and replaced with the following:
3. SAFETY AND PROTECTION
The CONTRA CTOR shall be solely responsible for initiating, maintaining, and supervising all
safety precautions and programs, and will take any and all necessary precautions for the safety
of, and will provide the necessary protection to prevent damage, injury or loss to:
a. All employees, subcontractors, agents, and other persons, performing Services under this
Agreement;
b. All equipment, materials, and personal property required for the performance of the
Services including, without limitation, the System;
c. Any other property within the Project area including, without limitation, trees, lawns, and
landscaping; sidewalks and other walkways; pavements, streets and roadways;
structures; and utilities.
The CONTRACTOR will designate a responsible member of its organization whose duty shall be
the prevention of accidents and shall provide the CITY with the name and contact information of
such individual (or any successor) prior to commencement of the Services.
Page 5 of24
T h e C O N T RA C T O R s h a ll, a t a ll tim e s , p e rf o rm th e S e rv ic e s in s u c h a m a n n e r a s to in s u re th e
le a s t p ra c tic a b le o b s tru c tio n to p u b lic tra v e l (in c lu d in g , w ith o u t lim ita tio n , u tiliz in g e x is tin g b u s
b a y s ) a n d s h a ll u s e its b e s t e ff o rt s to e n s u re th e co n v e n ie n c e o f th e g e n e ra l p u b lic a n d o f th e
re s id e n ts a lo n g a n d a d ja c e n t to th e P ro je c t a re a a n d th e a re a s o f se rv ic e .
T h e C O N T RA C T O R s h a ll c o m p ly w ith a ll a p p lic a b le S ta te o f F lo rid a D e p a rt m e n t o f T ra n s p o rt a tio n
(F O O T ) re g u la tio n s in cl u d in g , b u t n o t lim ite d to , F lo rid a A d m in is tra tiv e C o d e (F A C ) 14-90 and
federal safety requirements. The CONTRACTOR is required to prepare and implement a Safety
Plan and Security Plan that meet the requirements of FOOT and FAC 14-90, to be reviewed and
approved by the CITY. The Safety and Security plans shall include documented evidence in the
form of an approvals page, that demonstrates that the authorized representatives of the CITY
have reviewed and approved the CONTRACTOR'S plans and confirmed that the plans meet the
requirements of the FDOT and FAC 14-90 and are approved for implementation. The Safety and
Security plans shall be submitted to the City at least 30 days prior to FDOT's annual certification
deadline for City's review and comment. After reviewed and approved by the CITY, the Safety
and Security plans shall be submitted to FOOT by annual certification deadline.
On annual basis, or more often as required, the CONTRACTOR shall perform a review of the
Safety Plan Security Plans for compliance with the FAC 14-90,and provide the CITY with a report
that assesses any proposed changes to each of two plans. The CITY reserves the right to perform
monitoring, at its discretion, and otherwise verify that the CONTRACTOR is in compliance with
14-90, FAC and the adopted SSPP and SSP.
The CITY will participate in periodic safety meetings, offered by the CONTRACTOR to drivers
and other employees, and Risk Management activities under the auspices of the
CONTRACTOR's insurance carrier or other organizations. The CONTRACTOR will require all
drivers, dispatch personnel, vehicle maintenance mechanics, and supervisors to participate in the
Safety Program.
5. Section 5 of Article 2 of the Agreement, entitled "EMPLOYEE CRIMINAL BACKGROUND
CHECK REQUIREMENTS", is hereby deleted in its entirety and replaced with the
following:
5. EMPLOYEE CRIMINAL BACKGROUND CHECK REQUIREMENTS
CONTRACTOR shall comply with the requirements of Section 435.04, Florida Statutes and
ensure that only those employees who have successfully passed the level 2 background
screening required by Section 435_Q4, and who meet the standards established by the referenced
statute, be allowed to perform Services under this Agreement (referred to herein as "personnel").
The personnel shall undergo the aforestated background screening and a drug screening
(Background Check Process) prior to providing Services pursuant to this Agreement. The
Background Check Process will be conducted by CONTRACTOR, at CONTRACTOR's sole cost.
CONTRACTOR will also bear the cost of any fees imposed by the Florida Department of Law
Enforcement to maintain the records related to the background screening provided with the
respect to CONTRACTOR and its personnel. Employment shall be contingent upon satisfactory
results. The personnel shall not be permitted to perform Services under this Agreement until such
time as the Background Check Process has been completed and the personnel cleared to perform
duties under this Agreement. If any personnel is away from the job for a period of 45 or more
days, a new Background Check Process shall be performed. Upon request, the CONTRACTOR
shall provide the City Manager's designee with the results of background checks of any personnel.
Page 6 0f 24
The CITY and CONTRACTOR agree and acknowledge that the failure of CONTRACTOR to
perform any of the duties described in this Subsection shall constitute a material breach of this
Agreement, for which the CITY reserves the right to terminate immediately and without further
liability to the CITY. CONTRACTOR agrees to indemnify and hold harmless the CITY, its officers
and employees of any liability in the form of physical or mental injury, death or property damage
resulting in CONTRACTOR's failure to comply with the requirements of this Subsection or
Sections 435.04,_Florida Statutes.
CONTRACTOR agrees to require all of its personnel to notify the CONTRACTOR and the CITY
of any arrest(s) or conviction(s) of any offense within 24 hours of its occurrence. CONTRACTOR
further agrees to immediately notify the CITY upon becoming aware that one of its personnel,
who was previously certified as completing the Background Check Process, is subsequently
arrested or convicted of any disqualifying offense. Failure by CONTRACTOR to notify the CITY
of such arrest or conviction within 24 hours of being put on notice shall constitute a material breach
of this Agreement, entitling the CITY to terminate this Agreement immediately, without further
liability to the City."
6. Exhibit A to the Agreement, entitled "Scope of Services (THE SERVICES)", is hereby
deleted in its entirety and replaced with the attached Exhibit A.
7. Exhibit C to the Agreement, entitled "Performance Penalties" is hereby deleted and in its
entirety and replaced with the attached Exhibit C.
8. Exhibit F to the Agreement, entitled "Procedure/Methodology for calculating On-Time
Performance (OTP) of the CITY's trolley service" is hereby deleted and in its entirety and
replaced with the attached Exhibit F.
9. Composite Table 2 is hereby deleted in its entirety and replaced with the attached Table
2.
10. Composite Table 3 is hereby deleted in its entirety and replaced with the attached Table
3.
11. Figure 2 is hereby deleted in its entirety and replaced with the attached Figure 2.
12. Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect.
Page 7 of24
IN W IT N E S S W H E R E O F , the parties hereto have caused this Amendment No.8 to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Date
FOR CONTRACTOR: LIMOUSINES OF SOUTH FLORIDA, INC.
ATTEST:
By:
Secretary President
Print Name Print Name
Date
Page 8 of24
E X H I B IT A
S C O P E O F S E R V IC E S (T H E S E R V IC E S )
1. SERVICES TO BE PROVIDED. The CITY wishes to implement a municipal fixed-route, fixed-
schedule, public Transit service that is responsive to the needs of the employees, visitors, and
residents of Miami Beach, meet(s) all applicable local, state and federal laws and regulations,
and that complies with all safety, mechanical, and vehicular standards mandated by Miami-
Dade County (MDC) Passenger Transportation Regulatory Division (PTRD) and any other
applicable regulatory agencies.
The CONTRACTOR shall coordinate, manage, and control all applicable program activities
which shall include providing vehicles, drivers, and all personnel, as necessary, supervise all
elements of on-street operations, and develop administrative procedures and financial records
necessary for the operation of the System (as defined in Section 3(c) herein), to be reviewed
and approved by the CITY.
The CONTRACTOR will obtain and provide all required state and local vehicle permits
(including, without limitation, the passenger motor carrier licenses "PMC"), vehicle
registrations, and license plates. The CONTRACTOR must also have all applicable state and
local business licenses or procure same prior to the start of service. The CITY reserves the
right to ask the CONTRACTOR for proof of licenses at any time in order to ascertain
compliance.
The CONTRACTOR shall bear all operating expenses incidental to the use and operation of
the System vehicles (including, without limitation, the trolleys, fuel, permits, required interior
and exterior signage for vehicles, driver's uniforms branded with CITY logo, map frames and
hold-four brochure holders equal to the ones used by Miami Dade Transit buses). All System
vehicles shall be operated and maintained to comply with all local, state, and federal
regulations.
The CITY reserves the right, at any time and as many times, during service hours, to audit
CONTRACTOR's records and inspect, examine, test, or monitor CONTRACTOR'S equipment
(including, without limitation, the trolley vehicles) or facilities used in the Project or in
connection with the performance of the Services. CONTRACTOR agrees that its equipment
and facilities may be inspected, examined, tested, or monitored by the CITY or its authorized
representatives, or by any Federal, State, or local officer or agency having responsibilities for
inspections of the Project or the Services. CONTRACTOR hereby waives all claims against
the CITY for compensation for loss or damage sustained by reason of any interference (which
interference, if by the CITY, must be reasonable) with its operations by any public agency or
official in enforcing their duties or any Applicable Laws. Any such interference (which
interference, if by the CITY, must be reasonable) shall not relieve CONTRACTOR from any
obligation from this Agreement.
The CONTRACTOR shall be responsible for the performance, acts, and/or omissions of its
employees, subcontractors, and/or agents.
2. OBJECTIVES. The primary objectives of the contract operation are:
a. To provide a safe, clean, reliable, and efficient public trolley transportation service on a
Page 9 of24
fixed route and fixed schedule in Miami Beach within the Trolley Service Areas (as defined
in Section 3(a)), within projected service hours specified; and
b. To provide a professional, courteous, and pleasant Transit experience for each passenger
(See Ambassador Style Customer Service standards incorporated herein and attached to
the Agreement as Exhibit B).
3. SERVICE DESCRIPTION. The service areas governed by this Agreement shall include areas
located within the jurisdictional limits of the City of Miami Beach, as described below:
a. Trolley Service Areas. The trolley service is a fixed route, fixed schedule public Transit
service and will be directly managed, and funded by the CITY. The trolley service areas shall
include: one ( 1) route in the North Beach area (North Beach Loop); one route in the Middle
Beach area (Middle Beach Loop); one route connecting the North, Middle and South Beach
(Collins Express), all as more particularly described in the attached Figure 1; and one (1)
South Beach Route, as more particularly described in the attached Figure 2. The North Beach
Loop, Middle Beach Loop, Collins Express and South Beach Route, as more particularly
described in Section 3(b) herein, shall be collectively referred to herein as the Trolley Service
Area(s).
The CITY fleet shall have a total of thirty-three (33) trolley vehicles, including trolley vehicles used
as spares. Notwithstanding the foregoing, the City Manager, on behalf of the CITY, reserves the
right to increase or decrease the number of trolley vehicles in operation, reassign the trolley
vehicles between Trolley Service Areas, and/or purchase replacement trolley vehicles (even if
older than the year 2016), as deemed necessary, in the City Manager's sole discretion; provided,
however, that any such administrative modifications to the City's fleet does not cause an increase
in the annual operating costs under this Agreement. In connection to any reassignment of the
trolley vehicles, the City Manager has authority to modify the headways for any affected Trolley
Service Area. Depending on number of vehicles in service, the average headways/service
frequency along routes shall be as depicted in Table 1 below:
Page 10 of 24
T a b le 1 :
Route/Loop Name Number of vehicles in service Average headway/service frequency goal (min)
6 11
South Beach Loop A 5 13
4 16
3 22
6 13
South Beach Loop B 5 16
4 20
3 26
5 15
Middle Beach Loop 4 20
3 26
7 13
6 15
Collins Express 5 18
4 23
3 30
4 15
North Beach Loop 3 20
2 30
CONTRACTOR shall ensure that every effort is taken to repair vehicles quickly, enabling for
primarily Low-Floor vehicles to be used on the South Beach Route. Under exigent circumstances,
to enable for proper service coverage, high-floor vehicles can be used along the South Beach
Route, however, as soon as a Low-Floor vehicle is made available, it should replace a high-floor
vehicle operating along the South Beach Route. Conversely, Low-Floor vehicles can only be used
on loops other than the South Beach Route (i.e. North Beach Loop, Collins Express, and Middle
Beach Loop) if absolutely necessary to maintain service coverage on those loops and subject to
the conditions described above.
b. Description of Routes for each Trolley Service Area.
1. The North Beach Loop extends from 65" Street on the south side to 88" Street on
the north; and from Collins Avenue on the east to the western CITY limits along 71 st
Street/Normandy Drive. This neighborhood consists of a variety of land uses that are integral
to the success of a local Transit service. The intent of the North Beach Loop is to provide local
public Transit service within a 7 mile closed loop in the North Beach area of the CITY. This
route is intended to serve the Collins Avenue and 71°Street commercial corridors, as well as
residential areas along the Biscayne Point and Normandy Shores area.
2. The Middle Beach Loop is intended to provide Transit connectivity between major
high-density corridors, local venues, employment centers, parking facilities, commercial
corridors and public facilities between Mount Sinai Hospital and the Convention Center
through the 41°Street corridor and Collins Avenue/Indian Creek Drive corridors. This route
alignment is bounded by 44 Street to the North, Alton Road to the West, Collins Avenue to
the East and Lincoln Road to the South.
Page 11 of24
3. The Collins Express provides connection between the North Beach Loop, Middle
Beach Loop and the South Beach Route. The service operates from 88" Street to Washington
Avenue/Lincoln Road along Collins Avenue, Harding Avenue, Indian Creek Drive and 17h
Street. Collins Express trolley service is intended to reduce the number of transfers required
to travel between North Beach, Middle Beach, and South Beach as well as travel times,
thereby resulting in a quicker and more attractive and efficient intracity trolley service.
4. The South Beach Route consist of (2) distinct loops: 1) "Loop A" operating in a
clockwise direction; 2) "Loop B" operating in a counter-clockwise direction. Service extends
from South Pointe Drive to the South to 23° Street to the North, Washington Avenue and
Collins Avenue to the East, and Belle Isle to the West.
5. Operating days, hours and number of vehicles in service may vary on a monthly
basis. As depicted in Table 1 of Section 3(a), service frequency will vary depending on number
of vehicles in service along routes.
c. The CONTRACTOR shall provide the required vehicles, drivers, dispatchers, fuel,
storage, operation, maintenance, repairs, bonds, and insurances, in order to provide the CITY
with a first class, turn-key public trolley transportation system (the Project or the System).
The Service, in general, shall comply with the System specifications and service standards
described herewith; comply with any lnterlocal Agreements between the CITY and Miami-
Dade County in connection with each of the Trolley Service Areas; comply with any and all
Federal, State, County, and CITY laws applicable to this service; and provide management,
technical and operating personnel and services necessary for the operation of the CITY's fixed
route(s) trolley system. All services shall be subject to the control of the CITY and coordinated
by the CITY. The CONTRACTOR's day to day operations shall be vested in the
CONTRACTOR's full-time System Manager, who shall serve as the CONTRACTOR'S
representative under this Agreement. In addition, an officer or senior management employee
of CONTRACTOR shall be available to the CITY either by phone, electronic mail, or in person,
to make decisions or provide coordination under this Agreement, as necessary.
All System vehicles shall have bicycle racks, all required interior and exterior signage, interior
and exterior regulatory signs as well as vehicle ID signs, interior map frames (approximately
21 x21 in size) and brochure holders (similar to that of Miami Dade Transit Buses), electronic
marquees and wheelchair lifts, as applicable.
4. OPTIONAL EQUIPMENT. The CONTRACTOR shall equip all trolley vehicles with the
following equipment (Optional Equipment), including but not limited to: monitors, video
surveillance system with capabilities of live feed, recording audio and video and storing
recorded data for a minimum of three (3) weeks, automatic passenger counters (APC),
Automated Voice Information Systems (AVIS), Wi-Fi services, real time GPS tracking services
(with capabilities to provide mileage, service hours and ridership reports, and capabilities to
provide data in a format that is compatible with Miami-Dade County's mobile application
"Miami Dade Bus Tracker"). The costs of the above equipment and related maintenance fees
are not included in the hourly rate for this Agreement. The purchase of said Optional
Equipment shall be subject to the prior written approval of the City Manager or designee.
Page 12 of24
E x c e p t a s t o c e rt a in e x c e p t io n s (d el in e a t e d b el o w )', upon said approval, the CONTRACTOR
shall invoice the CITY separately for the purchase, installation and service related to this
Optional Equipment. In addition, the City Manager or designee may approve, in writing, the
purchase of additional Optional Equipment for the trolley vehicles in the CITY fleet, as may
be needed in the Administration's sole discretion and subject to budgetary appropriation. The
CITY shall retain ownership of all Optional Equipment purchased for the trolley vehicles.
5. TROLLEY DELIVERY. CONTRACTOR shall provide the CITY with an amortization schedule
for each new trolley vehicle, based upon the purchase price of each new trolley vehicle. Said
amortization schedule shall be subject to the written approval by the City Manager, and shall
be attached to the Agreement as Exhibit D-2 for the New Modified trolley vehicles, and as
Exhibit D-3 for the Low-Floor trolley vehicles. The amortization schedule for the high-floor
trolley vehicles is attached hereto as Exhibit D-1. Each of the amortization schedules shall
contain a breakdown of the principal and interest portions of the payments set forth therein.
6. GENERAL REQUIREMENTS FOR ALL PERSONNEL.
a. All personnel assigned shall be knowledgeable of the Services to be provided herein;
b. All Project personnel shall maintain a professional, courteous attitude, answering
to the best of their ability any passenger questions regarding the provision of
Services. Discourtesy, rudeness, or the use of profanity will not be tolerated and
shall be grounds for immediate removal of the offending employee from performing
work on the Project or performing Services.
c. Drivers and dispatchers shall accurately complete and submit the required operating
reports daily;
d. The CONTRACTOR shall provide manuals related to personnel policies and procedures,
and maintain an employee acknowledgment file with employee signature indicating they
have read and fully understand its contents. CONTRACTOR shall provide a copy of
training program and employee handbook to the CITY upon request.
e. All personnel shall be required to attend quality/safety workshops as required by the CITY,
up to a maximum of sixteen (16) hours per year, per employee. Certification of training
shall be presented to the CITY on an annual basis.
7. VEHICLE OPERATORS (DRIVER) REQUIREMENTS.
a. Vehicle operators must have a valid Florida CDL (chauffeurs or commercial) driver's
license with endorsement for passengers, HACK license, as well as any other licenses
required by applicable federal, state, and local regulations.
b. Vehicle operators shall be trained in all operational procedures relating to the System,
including thorough knowledge of the service area street network and points of
destination/interest along or in close proximity to the route.
c. Drivers shall be fully trained in defensive driving and vehicle handling.
d. Drivers shall be trained in the special skills required to provide transportation to elderly
and disabled individuals.
e. Drivers shall be trained to understand and practice the high quality of service required by
the CITY, and expected of a first-class System. Drivers SHALL follow the Ambassador
Style Customer Service section incorporated herein and attached to the Agreement as
Exhibit B.
1 Pursuant to Amendment No.8, LSF assumed the cost to purchase and maintain Optional Equipment for
an additional spare vehicle, and pursuant to Amendment No.1 O, LSF assumed full replacement and
installation costs for a replacement vehicle, including the Optional Equipment, relating to a fire loss.
Page 13 of24
f . D r iv e r s s h a ll a s s is t p a s s e n g e r s c o n f in e d to w h e e lc h a ir s in b o a r d in g a n d s h a ll p e rf o r m th e
tie d o w n s .
g . D r iv e r s s h a ll b e tr a in e d to o p e r a t e a ll ty p e s o f v e h icl e s (in c lu d in g re s e rv e v e h icl e s o w n e d
b y th e C O N T R A C T O R ) in s e rv ic e . w h e e lc h a ir lifts . a n d s e c u r e n e s s s y s t e m s , a n d o t h e r
e q u ip m e n t th a t th e y m a y b e e x p e c te d to u s e d u r in g s e rv ic e h o u r s .
h . D r iv e r s s h a ll b e a v a ila b le a n d o n -t im e d a ily to e n s u r e c o n s is te n t a n d re lia b le s e rv ic e .
i. N o v e h ic le o p e r a t o r s h a ll ta k e lu n c h h o u r o r b r e a k s in s id e o r cl o s e b y h is /h e r v e h icl e .
j. D r iv e r s s h a ll b e d r e s s e d a n d g ro o m e d a p p ro p r ia t e ly . F u rt h e r . a ll d r iv e r s s h a ll w e a r a
u n if o r m a c c e p t a b le to th e C IT Y a n d th a t ta k e s in t o a c c o u n t th e C IT Y e m b le m a n d v is io n .
k . D r iv e r s a n d /o r a n y o t h e r e m p lo y e e in c o n t a c t w it h p a s s e n g e r s s h a ll w e a r id e n t ifi c a t io n
ta g s c le a r ly d is p la y in g th e ir fi r s t n a m e o n ly w h ile p e rf o r m in g th e ir d u t ie s ;
I. E a c h D r iv e r a n d v e h ic le s h a ll h a v e a n a c c u r a t e tim e p ie c e a v a ila b le a n d in cl e a r s ig h t a t
a ll tim e s d u r in g v e h ic le o p e r a t io n .
m . E a c h d r iv e r S H A L L h a v e a n o p e r a t io n a l tw o -w a y ra d io in th e tro lle y v e h icl e in o r d e r to
c o m m u n ic a t e w it h d is p a t c h o p e r a t o r s . s u p e rv is o r s , a n d o th e r tro ll e y d r iv e r s in o r d e r to
e n s u r e c o m p lia n c e w it h s c h e d u le a n d h e a d w a y s a n d a v o id v e h icl e b u n c h in g .
n . D r iv e r s a re re q u ir e d to h a v e a th o r o u g h k n o w le d g e o f t ra ff ic re g u la t io n s a lo n g th e ro u t e
a n d th e s c h e d u le t im e p o in t s .
o . D r iv e r s s h a ll b e t r a in e d to u n d e r s t a n d a n d p r a c t ic e th e h ig h q u a lit y o f c u s to m e r s e rv ic e
re q u ir e d b y th e C IT Y . T h e C O N T RA C T O R s h o u ld p ro v id e a d e q u a te c u s to m e r s e rv ic e
tr a in in g to it s em p lo y e e s (d ri v er s /c u s t om er p er s on n el ) a n d s h o u ld d e m o n s t r a te to th e
C IT Y th a t d r iv e r s /c u s t o m e r p e r s o n n e l o p e r a t in g tr o lle y v e h ic le s fo r th e C IT Y h a v e
a tt e n d e d a n d s u c c e s s f u lly c o m p le t e d c u s t o m e r s e r v ic e tr a in in g s . D r iv e r s S H A L L
d e m o n s t r a t e e x c e lle n t c u s t o m e r s e r v ic e , s e n s it iv it y , c o u rt e s y , p ro f e s s io n a lis m . h ig h
e t h ic a l s t a n d a r d s . h e lp f u ln e s s . a n d s a f e d r iv in g h a b it s . T h e A m b a s s a d o r S t y le C u s to m e r
S e rv ic e s e c t io n in c o r p o r a t e d h e r e in a n d a tt a c h e d to th e A g r e e m e n t a s E x h ib it B S H A L L
b e in c lu d e d in th e C ON T R A C T OR 's trai ni ng w o r k s h o p s c h e d u le if n o t c o v e r e d a lr e a d y .
p . D r iv e r s s h a ll n o t tr a n s p o rt a n y a n im a l, e x c e p t s e e in g -e y e d o g s a n d s p e c ia l c o m p a n io n
a s s is t a n t d o g s .
q . D r iv e r s a n d d is p a t c h e r s s h a ll a c c u r a t e ly c o m p le t e a n d s u b m it th e re q u ir e d o p e r a t in g
r e p o rt s d a ily , in c lu d in g r id e r s h ip c o u n t s (u n le s s v e h ic le is e q u ip p e d w it h A u t o m a t e d
P a s s e n g e r C o u n t s c a p a b ilit ie s ).
r . D r iv e r s s h a ll lo g a n d re p o rt a ll e v e n t s th a t je o p a r d iz e th e s a f e ty o f p a s s e n g e r s o r im p e d e
v e h icl e m o v e m e n t p u r s u a n t to th e A c c id e n t a n d In c id e n t P r o c e d u r e s d e s c r ib e d h e r e in .
s . D r iv e r s a r e r e q u ir e d to a d h e r e to a n d m a in t a in th e s c h e d u le d fr e q u e n c y o f tr ip s
(h e a d w a y s ).
t. D r iv e r s n e e d to b e s e n s it iv e to rid e r s h ip c o m f o rt s . s u c h a s th e in te r io r te m p e ra t u r e o f th e ir
re s p e c t iv e v e h icl e , cl e a n lin e s s o f v e h ic le s , e t c . It is im p e r a t iv e th a t th e o n -b o a r d a ir
c o n d it io n in g u n it f u n c t io n p r o p e r ly a t a ll tim e s w h ile th e tro ll e y is in s e r v ic e . A n in te r io r
a m b ie n t te m p e r a t u r e o f 72 d e g r e e s F a h r e n h e it is d e s ir e d a t a ll tim e s d u r in g tr o lle y
o p e r a t io n .
u . D r iv e r s s h a ll b e p ro h ib it e d f ro m p la y in g th e ra d io d u r in g th e h o u r s o f o p e r a t io n o f th e tro lle y
v e h icl e s .
v . D r iv e r s s h a ll a n n o u n c e s t o p s if tr o ll e y v e h ic le is n o t e q u ip p e d w ith a u t o m a te d s to p
a n n o u n c e m e n t c a p a b il it ie s o r if e q u ip m e n t is m a lf u n c t io n in g (p le a s e re fe r to n u m b e r 6
u n d e r S T A N D A R D O P E RA T IN G P R O C E D U R E S ).
8 . DISPATCH OPERATORS. Dispatch personnel shall be bilingual (English and Spanish) and
trained in the Ambassador Style Customer Service incorporated herein and attached to the
Agreement as Exhibit B. In addition. dispatch personnel is expected to proactively assist
drivers to avoid bunching issues through the use of two-way radio communication and GPS;
Page 140f 24
dispatcher shall coordinate fueling, breakdowns, vehicle re-gens and other issues to avoid
interruption of service or headway increase. All dispatch operators shall be able to
communicate via two-way radio with supervisors and drivers.
9. STAFF LEVELS AND WAGES. The CONTRACTOR shall be responsible for payment of all
employees' and/or subcontractors' wages and benefits. The CONTRACTOR's personnel
wages and work hours shall be in accordance with applicable Federal, State and local
regulations affecting such personnel.
The CONTRACTOR shall pay staff wages within the acceptable ranges of the transportation
industry for the established positions, understanding the specialty skills required to perform
an Ambassador Style Customer Service; it is highly desirable that CONTRACTOR offers
competitive salaries, benefits and incentives for drivers, dispatchers and road supervisors who
excel in their responsibilities.
10. MINIMUM PERFORMANCE STANDARDS. The CONTRACTOR shall strive to provide a
fixed-route public Transit service in the Trolley Service Areas, in a manner that will maximize
the efficiency of the service while achieving excellent customer service. The performance
measures specified herein, balanced with the Ambassador Style Customer Service criteria
incorporated herein and attached to the Agreement as Exhibit B, will serve as the benchmark
standards for the periodic evaluation of the CONTRACTOR by the CITY and for the
assignment of performance penalties by the CITY as provided in Exhibit C.
The CONTRACTOR and the CITY shall meet periodically to evaluate the Services, based
upon the performance standards established by the CITY. The following minimum
performance standards are agreed to between CONTRACTOR and CITY for the term of the
Agreement:
Sanitation:
• Interior and exterior of vehicles must be kept in pristine condition, 100% of the time.
Reporting:
• All applicable reports (including, but not limited to, ridership reports, service
interruption reports and invoices) must be filed within the specified time frame, 100%
of the time.
Safety:
• Drivers shall follow all applicable traffic regulations, 100% of the time.
Fines:
• CONTRACTOR shall operate and manage the vehicles free from any penalties
which may be imposed on the CITY by local, state, and federal agencies, 100% of
the time.
Reliability:
• 85% on-time performance (no more than 5 minutes late as compared to average
headway goal to any pre-determined stop location mutually agreed between the
CONTRACTOR and the CITY) for all trolley routes South Beach Loops A, and B,
Middle Beach Loop, Collins Express and North Beach Loop.
Page 15 of24
E q u ip m e n t M a /fu n c tio n :
• Repairs of any malfunctioning equipment related to vehicle or passenger safety shall
result in immediate vehicle out-of-service with notice to the CITY within two (2) hours,
100% of the time. A trolley spare vehicle shall be dispatched immediately upon
interruption in service to ensure on time performance. Trolley spare vehicle shall
commence service no later than one (1) hour after service disruption. The
CONTRACTOR shall not be compensated for any time elapsed without service.
• If no parts need to be ordered, repairs shall occur within two (2) business days (48
hours), 95% of the time.
• If parts are required, orders shall be placed within 24 hours and repairs shall be
performed within 24 hours of receipt of required parts.
Customer service:
• Respond to customer complaint within 48 hours, 95% of the time.
• Drivers properly uniformed and groomed 100% of the time.
• Drivers, dispatchers and road supervisors must adhere to the AMBASSADOR
Service Style Customer Service attached as Exhibit "B" herein.
Radio Communication:
• Effective radio communication through the use of two-way radios between
dispatchers, drivers and supervisors, 100% of the time. Two-way radios shall have
separate frequencies enabling dispatchers to communicate to individual routes,
rather than communicating to all vehicles in the CITY fleet, unless needed in
emergencies.
The CITY reserves the right to request the removal of any CONTRACTOR employee from the
Service Areas upon noncompliance of performance standards dictated above.
11. MAINTENANCE. The CONTRACTOR shall prepare and submit upon execution of this
Agreement, a written Preventive Maintenance (PM) Policy and Program Manual. Any changes
after award must be approved by the CITY in advance. The CONTRACTOR shall provide
separate PM programs for the vehicle heating and air conditioning (HVAC).
The CONTRACTOR shall assume full responsibility for ensuring that all System vehicles used
in connection with the Project shall at all times be maintained at the highest levels and in a
manner that is consistent with good business practices and the standards for condition and
quality, commensurate with a first-class public trolley transportation system. Notwithstanding
the preceding, CONTRACTOR shall, at a minimum, ensure that all vehicles are well
maintained, safe, and fully operable in accordance with the highest standards of care and
shall provide the following:
• Vehicle maintenance and repair (including, without limitation, all preventive
maintenance, as well as emergency maintenance such as dead batteries, flat tires,
etc.); and
• Interior and exterior cleaning.
The CONTRACTOR shall immediately report and repair any damage to the interior or exterior
of vehicle(s). If a vehicle is damaged, the CONTRACTOR shall retire that vehicle from service
Page 16 of 24
a s s o o n a s p r a c tic a b le a n d a s p a r e v e h ic le s h a ll b e im m e d ia te ly d is p a tc h e d to s e r v ic e th e
ro u te . E x te r io r d a m a g e to v eh icl e(s ) d u e to c o ll is io n s , s c ra tc h e s , a n d g r a ff it i m a r k in g s s h a ll b e
re p a ir e d w it h in 2 4 h o u r s .
C O N T RA C T O R s h a ll n o t p e r m it th e u s e o f a n y v e h ic le , in a s ta te o f re p a ir th a t v io la te s a n y
A p p lic a b le L a w s . V e h ic le s m a y o n ly b e d r iv e n a n d /o r p a r k e d in a r e a s d e s ig n a te d fo r s u c h
p u r p o s e s a n d a s p r o v id e d fo r u n d e r th is A g r e e m e n t a n d p u r s u a n t to A p p li c a b le L a w s .
T h e C IT Y , a n d /o r its o ff ic e r s , e m p lo y e e s , a g e n ts , a n d /o r c o n tra c to r s s h a ll n o t b e re s p o n s ib le
o r lia b le fo r a n y d a m a g e to C O N T RA C T O R 'S v e h icl e s . C O N T RA C T O R s h a ll b e re s p o n s ib le
fo r a n d p r o v id e re a s o n a b le s e c u r ity m e a s u r e s w h ic h m a y b e re q u ir e d to p ro te c t th e v e h ic le s .
U n d e r n o c ir c u m s ta n c e s s h a ll th e C IT Y b e re s p o n s ib le fo r a n y s to le n o r d a m a g e d g o o d s ,
fa c ilitie s , m a te r ia ls , a n d /o r o th e r e q u ip m e n t in c lu d in g , b u t n o t lim ite d to , th e v e h icl e s , n o r s h a ll
C IT Y b e re s p o n s ib le fo r a n y s to le n o r d a m a g e d p e r s o n a l p ro p e rt y o f C O N T RA C T O R 'S
e m p lo y e e s , c o n tra c to r s , s u b c o n tra c to r s , a g e n ts , v e n d o r s , p a tro n s , g u e s ts , in v ite e s , a n d /o r
a n y o th e r th ir d p a rt ie s .
C O N T RA C T O R , a t its s o le c o s t a n d e x p e n s e , s h a ll m a in ta in a n d s to r e th e v e h icl e s a n d
p ro v id e lu b r ic a n ts , re p a ir s , p a rt s , a n d s u p p lie s re q u ir e d fo r th e m a in te n a n c e a n d o p e ra tio n o f
a ll b u s e s a n d s e rv ic e v e h ic le s . T h e C O N T RA C T O R w ill b e re s p o n s ib le fo r s u p p ly in g a ll
v e h icl e fu e l. T h e C O N T RA C T O R w ill b e re s p o n s ib le fo r p r o v id in g tir e s fo r a ll v e h icl e s . It s h a ll
b e th e C O N T RA C T O R 's re s p o n s ib ility to m a in ta in th e c o lo r s c h e m e in g o o d c o n d itio n , w ith
p a in t in g /d e c a li n g a s n e e d e d , th r o u g h o u t th e lif e o f th e A g re e m e n t.
1 2 . FARES/COLLECTIONS. Should the CITY opt to charge fares for the trolley service, the
equipment, installation, and maintenance needed for implementation shall be the
responsibility and at the cost of the CITY.
All fares collected shall become the property of the CITY and the CITY will sanction
procedures to control the fare box collection, auditing, etc. The CONTRACTOR shall abide by
any sanctioned procedures by the CITY.
13. ROAD SUPERVISION. The CONTRACTOR shall provide sufficient road supervision to
monitor drivers, vehicles, quality of service, and adherence to all established routes,
headways and schedules, and to respond to emergency calls as appropriate. At least one (1)
of the road supervisors shall be fully dedicated to the City of Miami Beach, and be accessible
via phone at any time during service hours of operation. The road supervisor shall be required
to meet on a weekly basis with the CITY's Transportation Operations Supervisor at the CITY's
discretion to provide feedback of the daily operation and discuss potential
strategies/improvements to service. The dedicated road supervisor shall have competent
communication skills.
The CONTRACTOR's supervisory personnel shall ensure established performance measures
are met at all times; including during fueling, relieves, bathroom breaks, accidents, and all
applicable.
The CONTRACTOR's training for supervisory personnel shall cover the practices for transit
operators and supervisors recommended by the American Public Transportation Association
(APT A). The CITY reserves the right to test supervisor's knowledge on common practices at
any time.
Page 17 of24
The CONTRACTOR shall be responsible for furnishing supervisors with mobile phones/pads
(monitoring tools) capable of handling the mobile application and website to be developed for
the Trolley Service Areas. All supervisors shall be able to communicate via two-way radio with
dispatchers and drivers.
Active drivers CANNOT be road supervisors while on driving duty. If a road supervisor has
been assigned to driving, a different road supervisor must take over the supervisory tasks.
14. ACCIDENT AND INCIDENT PROCEDURES. The CONTRACTOR shall develop, implement,
and maintain procedures to respond to all accidents, disturbances, passenger
injuries/fatalities, and any other service interruptions/failures. These shall be reported to the
CITY in accordance with the established performance measures herein.
All traffic accidents involving System vehicles, irrespective of injury, shall be immediately
reported to the City of Miami Beach Police Department. The CONTRACTOR will advise such
agency of the accident and request a police unit to investigate the accident.
The CONTRACTOR operating a trolley vehicle sh all give the CITY's Transportation
Operations Supervisor immediate verbal and subsequent written notice of the following
events:
• A fatality, where an individual is confirmed dead within thirty (30) days of a Transit
accident, excluding suicides and deaths from illnesses.
• Injuries requiring immediate medical attention away from the scene for one or more
individuals.
• Property damage to trolley vehicles, transit system vehicles other than trolleys, other
trolley System property or facilities, or any other property. The CITY's Transportation
Operations Supervisor shall have discretion to investigate events resulting in property
damage less than $1,000.
• Evacuation of a trolley vehicle due to a life-safety event where there is imminent danger
to passengers on the trolley vehicle(s), excluding evacuations due to operational issues.
Immediate notice of all above-referenced events/accidents is required and such notice shall
not be delayed for more than one (1) business day. These notices, at a minimum, shall include
the date, time, location of the occurrence and the appropriate number of persons killed or
injured. The person making the notification must provide his or her name and title, the trolley
number involved and state where he or she can be reached for further details. In addition, the
person must supply any additional information requested. The CONTRACTOR must ensure
the physical evidence of the accident scene is properly documented prior to the scene being
cleared. Immediate notice of the above occurrences shall be reported by telephone.
Immediate notice of all said accidents is required, but in no instance shall the notice be
delayed for more than two (2) hours.
A written notice shall be submitted to the CITY, unless otherwise specified by the CITY, within
one (1)business day (24 hours) of the occurrence for all fatal accidents and all injury accidents
which result in injuries to one (1) or more passengers, on the form entitled "Trolley Operator
Accident Report" which is set forth in the System Safety and Security Program Plan.
The CONTRACTOR shall assist the CITY in documenting accidents and incidents. Report
shall meet all applicable FDOT and FAC. Chapter 14-90 reporting requirements.
Page 18 of24
1 5 . EMERGENCIES - NATURAL DISASTERS. In the event of an emergency or natural disaster,
the CITY may require the CONTRACTOR to make available, to the maximum extent possible,
transportation and communications services and facilities to assist the CITY in ameliorating
such incidents. Any such use of the trolley vehicles for emergency response purposes must
be pre-approved by the Office of Transportation of the CITY, and said approval must be
secured in writing. To the extent the CITY requires the CONTRACTOR to provide such
emergency services, the CONTRACTOR shall be relieved of the obligation to fulfill the duties
and responsibilities of operating the current or any future trolley operations which may be
established herein. Further, the CONTRACTOR shall be entitled to be paid reasonable
compensation for providing such emergency services and facilities, provided however, that
the amount of such compensation and time of its payment shall be mutually agreed upon by
the CONTRACTOR and the CITY prior to the conclusion of the emergency or disaster, or at
such other time as they may mutually agree upon.
16. VEHICLE FACILITIES. Prior to signing an Agreement with the CONTRACTOR, the CITY
reserves the right to inspect the CONTRACTOR's maintenance facility. The facility shall have
features, including but not limited to:
a. A dispatch room and supervisor station;
b. Facility for maintenance of the vehicles;
c. Storage for the CONTRACTOR's vehicle maintenance equipment (including
cleaning supplies and spare parts);
d. Security for the trolley vehicles.
17. EQUIPMENT. CONTRACTOR's vehicles shall meet all specifications set forth in Table 1 and
composite Figure 2a, 2b, 3a, and 3b attached hereto, for the high-floor trolley vehicles; all
specifications set forth in composite Table 2, attached hereto, for the fourteen (14) new
modified high-floor trolley vehicles; and all specifications set forth in composite Table 3 hereto,
for the low-floor trolley vehicles. Transit vehicles must meet the requirements of Florida
Administrative Code 14-90 (i.e. passenger door mirror height, etc.). The System fleet must
meet all local, state and federal requirements as applicable to public Transit vehicles.
Vehicles shall be furnished with advertisement space in the interior, for use exclusively by the
CITY, in addition to space for route specific information (Map Frame and Brochure Area).
The CITY shall inspect and approve vehicles and equipment prior to the CONTRACTOR
beginning service (CITY's acceptance).
All vehicles shall be equipped with video surveillance system with capabilities of live feed,
recording audio and video and storing recorded data for a minimum of three (3) weeks. The
CONTRACTOR shall train all road supervisors, and develop procedures on how to retrieve
data from the surveillance equipment in the vehicles and on how to upload the videos to their
office computers. Should an event occur, where surveillance data is required, the
CONTRACTOR shall provide the video output to the Transportation Operations Supervisor of
the CITY via email within 24 hours.
Vehicles will be delivered with special paint or decaling scheme for the Trolley Service Areas
(as designed by the CITY). The cost of such painting/decaling shall be borne by the
CONTRACTOR.
Page 19 of24
18 . CLEANING. CONTRACTOR shall provide all labor and materials necessary to keep the
vehicles clean at all times. CONTRACTOR shall wash the exteriors and mop floors of the
vehicles, including support vehicles, twice weekly, and shall clean the interiors of the vehicles
daily by picking up all litter, sweeping the floor, and cleaning the windows if required.
CONTRACTOR shall clean all interior items including seats, handrails, and windows weekly
as to maintain a clean vehicle. CONTRACTOR shall perform a detailed interior clean at least
twice a month. During this clean, CONTRACTOR shall remove as many gums and stains as
possible from the interior of vehicle. The CONTRACTOR shall provide a monthly schedule of
the cleanings of the vehicles on the 1°of every month. The CITY reserves the right to request,
in writing, the replacement of any vehicle, which in the Transportation Operation Supervisor's
reasonable discretion is in poor interior or exterior aesthetic condition. CONTRACTOR shall
complete a requested replacement within two (2) hours.
ALL operating vehicles shall be scented with products approved by the CITY (at least twice a
week). The interior passenger compartment shall be free of roaches and other insects or
vermin as well as noxious odors from cleaning products. CONTRACTOR shall remove all
graffiti from the exterior and interior of the vehicles immediately or as soon as it is practical,
but no later than the start of the next day's service. If the graffiti is offensive or vulgar and
cannot be removed, that vehicle shall be taken out of service immediately and not be placed
back in service until the offensive graffiti is removed.
19. OPERA TING RESPONSIBILITIES AND PROCEDURES.
A. ST ANDARD OPERATING PROCEDURES. The CONTRACTOR shall provide written
procedures for operation of the Service ("Standard Operating Procedures"). Any
changes after award of Agreement must be approved by the CITY in advance. These
Standard Operating Procedures shall include, but not be limited to, the following:
1. Procedures for notifying CITY of service delays and interruptions;
2. A list of names and phone numbers of contact persons who can make
operating decisions and can be reached immediately;
3. Accident review procedures and Operator corrective processes;
4. Radio check-in and coordination procedures for maintaining vehicle headways,
including procedures for GPS/Automated Vehicle Location reporting;
5. Description of Operator training (including hospitality and courtesy
("Ambassador") training)
6. Procedures for operating vehicles and providing service, including procedures
to insure that stop announcements are made by bus operators;
7. Procedures for daily servicing;
8. Procedures for dispatching vehicles to achieve balanced accumulation of
mileage for each vehicle in the fleet and accomplish required Service and
maintenance;
9. Contingency plan for emergencies such as accident, fire, mechanical failure,
inclement weather, and criminal activity;
10. Procedures for the handling of public and internal comments and complaints,
and;
11. Operator safety, recognition and rewards program, and disciplinary procedures
for the Operator misconduct. Special attention should be paid to an incentive
program for front line employees who provide excellent customer service.
12. Customer service guidelines, employee standards of conduct.
13. Supervision, with sufficient supervisory level personnel to respond to service
problems, monitor performance schedules and procedures, and enable
Page 20 of24
operators to communicate with the base office, during all Hours of Operation.
14. Drug and Alcohol Testing program pursuant to Section 440.102, Florida
Statutes. A description of this program shall be submitted upon execution of
this Agreement.
B. ADDITIONAL OPERATING PROCEDURES. The CONTRACTOR will observe all
safety rules and other requirements of regulatory bodies having jurisdiction over the
Service Area and operate the vehicles with the highest regard for all aspects of safety.
1. The CONTRACTOR will not use or allow the Vehicles to be used for any illegal
purpose.
2. The vehicles shall not be used for towing, pushing or any purpose other than
the transportation of passengers.
3. The CONTRACTOR shall not overload the vehicles beyond their specified
carrying capacity nor operate a vehicle in an unsafe manner.
4. No other use may be made of the vehicles dedicated to the CITY except as
specifically authorized in writing by the CITY.
5. All Vehicles shall operate with headlights and taillights turned on while in
service.
6. CITY will designate specific bus stops along the routes described
herein. Passengers shall be picked up and discharged only at these
designated bus stops. Four-way flashers shall be used whenever the vehicle
is stopped to load or unload passengers.
7. Service shall be provided to all orderly persons who pay the proper fare (if
applicable) and comply with passenger conduct rules and regulations
established by the CITY. The CONTRACTOR shall not discriminate against
any passenger or prospective passenger because of race, color, national
origin, sex, age, disability, religion, income or familial status. Additionally,
CONTRACTOR shall comply with City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from
time to time, prohibiting discrimination in employment, housing, public
accommodations, or public services, on the basis of actual or perceived race,
color, national origin, religion, sex, intersexuality, sexual orientation, gender
identity, familial and marital status, age, ancestry, height, weight, domestic
partner status, labor organization membership, familial situation, political
affiliation, or disability.
8. Mobility impaired passengers shall be assisted, as necessary, from the
curbside to a secured position on the vehicle while boarding, or in reverse
while alighting the vehicle. An Operator shall not provide assistance to a
mobility-impaired passenger beyond the curbside. No assistance shall be
required of an Operator, other than as specified above, if it necessitates
leaving the driving position.
20. INITIAL VEHICLE INSPECTION. The CITY reserves the right to inspect any vehicle to be
used as part of the proposed transit service. Should a vehicle be found to fail to comply with
the specifications included herein, the CONTRACTOR shall be responsible for performing
modifications to the vehicle until acceptable, and within (5) business days after notified in
writing by the CITY.
21. FINES OR OTHER CHARGES. If the fines or other charges for which the CONTRACTOR is
responsible are levied, assessed, charged or imposed against the CITY, the CITY will notify
Page 21 of24
the CONTRACTOR in writing of this fact. The CITY may pay any fine or their charge, whether
levied, assessed, charged, or imposed against the CITY for the CONTRACTOR. In the event
payment is made by the CITY, the CONTRACTOR will reimburse the CITY within seven (7)
calendar days after receipt of an invoice. Failure to make such reimbursement when due may,
at the option of the CITY, be deemed a default under the Agreement or be recouped from any
payments due to the CONTRACTOR.
The CONTRACTOR shall be liable for any penalties imposed on the CITY by local, state, and
federal agencies due to the CONTRACTOR's failure to obtain the proper vehicle licenses or
maintain vehicles in accordance with local, state, and federal regulations. In addition, the
CONTRACTOR shall be responsible for fees listed in Exhibit C "Performance Penalties" as
applicable. Services shall be managed by the CONTRACTOR in accordance with the
guidelines and parameters established herein and the attachments hereto.
22. REPAIRS
A. GENERAL REPAIRS. CONTRACTOR shall provide as required all general repairs to
vehicles provided by this Agreement. This includes replacement of items that are or
appear to be worn out.
8. MECHANICAL AND BODY REPAIRS. Within two (2) days (unless parts have to be
ordered) of learning of damage or the need for any repairs, the CONTRACTOR will
complete or cause to have completed all mechanical repairs found necessary to maintain
the function of all components and features of the vehicles unless otherwise directed in
writing by the CITY.
1. Body and frame repairs, inclusive of necessary painting, will be inspected and
certified in writing as completed by the garage performing the work prior to returning
the vehicle to service.
2. Minor body damage repairs shall be repaired as soon as possible, but not to exceed
two (2) weeks, subject to the availability of OEM parts when needed.
3. Major body damage shall be repaired before returning the vehicle to service, not to
exceed five (5) weeks out of service, subject to the availability of OEM parts when
needed.
4. Repairs to non-working items that relate to safety shall be completed prior to
returning the vehicle to service. Failure of safety related items on a vehicle while
performing service shall require immediate removal of the vehicle from service for
repair. These items shall include legally required lights, working brakes, tire tread
depth or condition or any other mechanical condition that may have an effect on
continued safe operation of a vehicle.
5. The CONTRACTOR shall be responsible for providing any towing services
necessary to complete repairs required. Such services shall be done in a safe
manner that will not cause damage to the vehicle, its structure or components.
23. VEHICLE RECORDS. The CONTRACTOR shall provide Monthly Summary Reports to the
Transportation Operations Supervisor of the CITY in conjunction with submittal of its monthly
invoices for payment. The format to be used for operating reports and monthly summaries
shall be developed by the CONTRACTOR and approved by the Transportation Operations
Supervisor of the CI T Y. Said monthly reports shal l be submitted no later than the 15" calendar
day of the following month, as part of CONTRACTOR'S invoices for payment. Monthly report
figures shall coincide with daily trip sheet totals for the month and shall be broken down on a
weekly basis (from Sunday to Saturday). The CONTRACTOR shall certify as accurate all
information given to the CITY.
Page 22 of24
2 4 . DAIL Y RECORDS/REPORTS.
a) Telephone/E-mail Report: The CITY shall be notified via e-mail or via phone, promptly
followed by an e-mail to the CITY's Transportation Operations Supervisor, as to any
change of vehicle and/or driver, special runs, interruption of service due to inclement
weather, out-of-service vehicles, emergencies and accidents. Field supervisors,
dispatchers and general managers shall provide immediate notice to the Transportation
Operations Supervisor of the CITY after any of the above-mentioned events.
b) Upon notifying the CITY of an interruption in service due to any of the above-mentioned
events, the CONTRACTOR's manager or field supervisor shall notify the CITY in
writing, via e-mail to the CITY's Transportation Operations Supervisor. CONTRACTOR
shall report time and date vehicle went in/out of service.
c) Daily driver logs will be used by each shift of operators, a copy of which is to be
submitted to the CITY on a weekly basis. The log is the source document for use in
determining the total miles, number of passengers (manually counted) and passenger
categories. Missed miles and missed trips will be determined from the log by comparing
actual daily miles entered into the log against predetermined daily total miles for each
vehicle.
d) Daily dispatcher logs shall include, but not be limited to, the following information:
number of incoming calls, type of information requested (restaurants, shops,
entertainment, fares, schedule, stop locations, etc.).
e) Fare box revenue (if applicable) shall be recorded daily and a copy submitted to the
CITY with the Monthly Summary Report.
25. MONTHLY SUMMARY REPORTS. The CONTRACTOR shall prepare and submit to the
Transportation Operations Supervisor of the CITY a monthly summary report within fifteen
(15) calendar days after the end of the operating month, which shall be submitted along with
CONTRACTOR'S invoices for payment (as one of the required documents thereto). Monthly
Summary Reports shall include, but not be limited to:
a) Vehicle Total service hours and Miles: Monthly report figures shall coincide with daily
trip sheet totals for the month, by Route.
b) Total Ridership: Monthly totals of the number of passengers carried, by Route.
c) Total Passenger Revenue Summary (if applicable): Amount of fares/coupons collected,
by Route.
d) Service Break Summary: vehicle out-of-service, operational problems, breakdowns,
missed trips and delays over fifteen (15) minutes.
e) Complaints and Compliments: passenger complaints and compliments collected by the
CITY and description of any action taken regarding complaints. Passenger complaints
related to safety or serious operational deficiencies shall be reported to the
CONTRACTOR by the CITY no later than the next workday following the CITY's receipt
of complaint.
f) Vehicle Condition Summary: mileage (month, year to date, total), fuel and oil
consumption (miles per unit), accidents, preventive maintenance and inspection
program (actual vs. program), summary of major component rebuilding/repairs made,
by vehicle.
g) Equipment Status Summary: all other CITY-owned equipment.
h) General Summary: all other issues, evaluations, suggestions for improvements.
i) Pass and Ticket Sales Report (if applicable): number of tickets and passes sold by each
vendor over the last month.
j) Reports for the Trolley Circulator Service shall be detailed by day and tabulated for the
month.
Page 23 of24
k ) T h e S u m m a ry R e p o rt s h a ll a ls o in c lu d e a re c a p o f th e s e rv ic e , s u m m a ry s ta tis tic s fo r
c u r re n t m o n th , y e a r -to -d a te , s a m e m o n th la s t y e a r (w h e n a p p lic a b le ) a n d p e rc e n t
c h a n g e fr o m la s t y e a r fo r to ta l s y s te m (if a p p lic a b le ). S p re a d s h e e t ty p e g ra p h ( s ) o f
tr e n d s in rid e rs h ip , p a s s e n g e r s p e r v e h ic le h o u r, a n d s e rv ic e q u a lity m e a s u re s s h a ll b e
d e v e lo p e d . It s h a ll a ls o in c lu d e p ro b le m s w ith s e rv ic e /p e rs o n n e l/a c c id e n ts , a n d
s o lu tio n s p ro p o s e d fo r th e p r o b le m s .
2 6 . YEARLY SUMMARY REPORTS. Yearly Summary Report for Trolley Circulator Service shall
include, but not be limited to, miles, hours, passengers and costs itemized by month for each
service, including fare box collections (if applicable).
27. SUBMISSION OF INVOICES. Invoices and supporting documents for Services (or portions
thereof) satisfactorily rendered for the previous month, shall be submitted by the 15" day of
each month to the Transportation Department (Attention: Transportation Operations
Supervisor), 1688 Meridian Avenue, suite #801, Miami Beach, FL 33139, unless changed by
notice in writing by the CITY. Upon verification of the accuracy and completeness of the
invoice and supporting documentation by the Transportation Operations Supervisor, the
invoice shall be forwarded for payment approval to the CITY.
a) Itemized monthly invoice. The CONTRACTOR shall submit, with the Monthly Summary
Report, an itemized monthly invoice to the CITY for the Services, or portions thereof,
rendered during the reporting period. Both the monthly invoice and the summary report
shall be received by the 15" day of the subsequent month. The itemized invoice shall
follow a format approved by the CITY.
b) Net amount due. The charge for trolley service minus the time scheduled vehicles were
out of service shall be submitted as the amount due the CONTRACTOR. The CITY
imposed Performance Penalties, if any, shall be deducted from this amount.
c) Debits and credits. The itemized invoice shall be supported by documents (in excel and
pdf format as approved by the CITY previous to launch date) the documents shall
include corresponding service hours, ridership, service miles, vehicle IDs as may be
required by the CITY to establish that the amounts are allowable. Debits and credits
shall be itemized so that the total required has an understandable base. Debits would
include actual working days total per vehicle by hours, costs for extra runs beyond
normal schedules (specify use, dates, and hours), and/or costs for extra operating
hours caused by daylight savings time adjustments. Credits should be shown for out of
service hours per vehicle.
d) Open records. All invoices and related records will be available for inspection and/or
independent audit at the election of the CITY.
e) An excel version of the invoice, in addition to a signed hard copy, shall be provided to
the CITY for data management purposes.
Page 24 of24
E X H IB IT C
P E R F O R M A N C E P E N A L T IE S
CONTRACTOR acknowledges that time is of the essence with respect to CONTRACTOR's
timely and continuous performance of the Services, and that upon failure of CONTRACTOR at
any time during the Term to perform the Services within any time periods specified under this
Agreement (including, without limitation, failing to timely and continuously comply with the
required schedules and hours of operation for the Project), CON TRACTOR shall pay to the
CITY the sums specifically set forth herein. Performance Penalties are hereby fixed and agreed
upon between the parties, recognizing the impossibility of precisely ascertaining the amount of
damages that will be sustained by the CITY as a consequence of the CONTRACTOR's failure
to meet the minimum performance standards set forth in this Agreement and the resulting
deterioration in service, and both parties desiring to obviate any question of dispute concerning
the amounts of said damages. The CITY shall have the right to deduct from and retain out of
moneys which may be then due (or which may become due and payable), to CONTRACTOR,
the amount of such Performance Penalties, and the CONTRACTOR shall pay in full such
Performance Penalties.
Upon determination by the CITY of a failure to meet an established performance measure, a
written notification will be delivered to the CONTRACTOR's home office via email, with a copy
to its local Project Manager at the time of invoice processing for services provided.
Performance Penalties will not be applied without the CONTRACTOR receiving a written notice
specifying the issue and detailing the time and nature of the occurrence. The CONTRACTOR
shall take all reasonable actions requested by the CITY to promptly correct any deficiencies in
performance.
In the event that the CONTRACTOR fails to meet any performance standard established under
this Agreement, adjustments in the CITY payment to the CONTRACTOR will be made as
described below. The cumulative amount paid by the CONTRACTOR for performance
penalties shall not exceed $1,500 per day (based on a cumulative total of twenty-five
vehicles in operation per day (all loops in operation)). For the reduced service levels,
cumulative amount paid by the CONTRACTOR for performance penalties shall not
exceed $60 per day per vehicle. For example, if service is operated with 15 vehicles, the
cumulative amount paid by the CONTRACTOR for performance penalties shall not
exceed $900 per day.
1. Uniforms:
• $50 per recorded event (first event)
• $100 per recorded event (any event thereafter within a one-month period)
• Drivers shall be properly uniformed and groomed, 100% of the time. Drivers shall
always wear the CITY approved uniform
2. Service Interruption Reporting Requirements (failure to submit clear and accurate
written reports within 24 hours after a service interruption occurs):
• $250 per recorded omission (Any case in excess of one report omission per month)
3. Monthly Reporting Requirements [failure to submit clear and accurate monthly
reports (including but not limited to Ridership Reports, Service Miles Reports and
Service Hours Reports):
• $250 per recorded omission (Any case in excess of one event per year)
4. Graffiti/Tagging:
• $100 per recorded event (Any case in excess of twenty-four hours of reported issues
being unresolved)
5. GPS Malfunction or Omission:
• $200 per recorded event (Any case in excess of one day without tracking services per
month, unless due to a major natural disaster/emergency)
6. Wi-F i Malfunction or omission:
• $200 per recorded event (Any case in excess of one day without tracking services per
month, unless due to a major natural disaster/emergency)
7. Two-Way Radio Malfunction or omission:
• $250 per recorded event (Any case in excess of one driver shift (AM or PM) without
radio communication between drivers per month)
8. Surveillance Cameras Malfunction:
• $100 per recorded event (Any case in excess of one day without video surveillance or
one failure to provide video feedback within 24 hours of request per month, unless due
to a major natural disaster/emergency)
9. Sanitation:
• $100 per recorded event (Any case in excess of one event per month)
10. Safety:
• $100 per recorded event (Any case in excess of one traffic citation)
• CONTRACTOR shall report all traffic citation incidents within three (3) days of citation
date. Failure to report citations to the CITY shall result in doubling the penalty amount to
$200 for each citation that is not reported on a timely basis.
11. Reliability:
• 85% on-time performance/headway regularity goal for all trolley routes: the South Beach
Loops A and B, Middle Beach Loop, Collins Express, and North Beach Loop
• $100 for each event that doesn't meet on-time performance goal. Exhibit F of the
Agreement describes the agreed Procedure/Methodology for calculating On-Time
Performance/Headway Regularity of the City's Trolley Service. In case of events which
have a material impact upon traffic flow and headway performance of the trolley
service, which are not part of regular reoccurring traffic congestion, such as roadway
construction projects, long lasting lane closures, detours, vehicle cleaning in response
to COVID-19 pandemic or other similar events which are out of the reasonable control
of the CONTRACTOR, the CONTRACTOR shall notify the City, in writing, within 24
hours of occurrence ("Documented Traffic Interruptions"). The City will use discretion
when evaluating impacts of such conditions on service reliability.
E X H IB IT F
P R O C E D U R E /M E T H O D O L O G Y F O R C A L C U L A T IN G O N -T IM E
P E R F O R M A N C E /H E A D W A Y R E G U LA R IT Y O F T H E C IT Y 'S T R O L L E Y S E R V IC E
For the purpose of evaluating OTP/headway regularity of each individual route, the following
headway and OTP/headway regularity goals will be used, depending on number of vehicles in
service:
Number of
Average Service headway
OTP/headway Route/Loop Name headway goal allowing 5-min late
vehicles in service (min) arrival at the stop
regularity goal
6 11 16
South Beach Loop A 5 13 18
4 16 21
3 22 27
6 13 18
South Beach Loop B 5 16 21
4 20 25
3 26 31
5 15 20
Middle Beach Loop 4 20 25 85% all routes
3 26 31
7 13 18
6 15 20
Collins Express 5 18 23
4 23 28
3 30 35
4 15 20
North Beach Loop 3 20 25
2 30 35
Average headways and associated headway goals allowing for 5-min buffer that may not be
covered in the table above will be calculated and applied using the same methodology in which
route length, average operating speed and number of vehicles in service yields average
headways.
To meet the specified OTP/headway regularity goal, the CONTRACTOR shall provide service to
all pre-selected stops mutually agreed between the CITY and the CONTRACTOR by arriving no
more than 5 minutes late as compared to the average headway goal for the given route. For
example, for the South Beach Loop A, in case of 4 vehicles in service, the CONTRACTOR shall
arrive at all pre-selected stops along the route within 21 minutes (16-minute headway + 5 minutes
late) 85% of the time.
TSO Mobile web-based tool allows for analysis/reporting of various metrics including headway
and On-Time Performance (OTP)/headway regularity. Utilizing "Stops Summary" under
"Headway Report" for the specific stop, time period, route, and specified headway, report which
contains number of visits to stop, and on-time performance at the stop among other information
will be generated. When multiple stops are used for evaluation of OTP, a single value for number
of visits and OTP will be calculated by using average values for each of the stops being evaluated.
For example, utilizing the Headway Report, stop number 232 for the Middle Beach Loop yields
56 visits and 81% OTP. Utilizing the same report, stop 246 for the Middle Beach Loop yields 58
visits and 85% OTP. Average number of visits would be (56+58)/2= 57 and average OTP would
be (81 +85)/2= 83%. Given that OTP in this example was calculated to be 83%, and number of
visits at 57, it results in 47 visits (0.83*57) conducted within specified goal of 25 minutes for this
route, provided 4 vehicles are serving the route (20 minutes + 5 minutes late). Given that
OTP/headway regularity goal of 85%, the number of visits needed to be conducted to be in
compliance with OTP/headway regularity standard is 0.85*57= 48. Finally, difference between
number of visits that would be compliant to OTP/headway regularity standard ( 48) and the actual
number of visits within headway goal (47) results in 1 event that doesn't meet OTP/headway
regularity goal. Exhibit C of the Agreement stipulates $100 for each event that doesn't meet
service reliability goal. The amount of penalties associated with this example would be one (1)
event * $100 = $100. The same methodology for calculating OTP/headway regularity would be
used in case alternative technology is installed/utilized in lieu of TSO Mobile.
In case of events which have a material impact upon traffic flow and headway performance of
the trolley service, which are not part of regular reoccurring traffic congestion, such as roadway
construction projects, long lasting lane closures, detours, vehicle cleaning in response to
COVID-19 pandemic or other similar events which are out of the reasonable control of vendor,
the vendor shall notify the City of occurrence of such event and the City will use discretion when
evaluating impacts of such conditions on service reliability. For example, if the Collins Express
operates with 6 vehicles, to meet the specified OTP/headway regularity goal the CONTRACTOR
shall arrive at all pre-selected stops along the route within 20 minutes (15-minute headway + 5
minutes late) 85% of the time. If, at the end of the month, the City determines that, due to qualified
event (such is, for example, a detour associated with construction project along Collins Express
route) achieved average headways over the month period were 15% or higher as compared to
average headway goal during normal conditions, achieved average headways may be used for
evaluation of OTP/headway regularity of the route for that month. In this particular case, that
would mean that instead of using of (15-minute headway + 5 minutes late) 85% of the time, the
City may use 17-minutes headway + 5 minute late when evaluating OTP/headway regularity of
this route for this month. Similarly, if the achieved average headways along this route due to
qualified event, for the above example, were 19 minutes, the City may be using 19-minute + 5
minutes when evaluating OTP/headway regularity of this route for that month.
OTP/headway regularity of each individual route will be evaluated by the CITY and associated
reliability related penalties as stipulated in Exhibit C of the Agreement will be calculated and
assessed by the City on a monthly basis.
Table 2. Equipment and Services Specifications New High-Floor/Kneeling Vehicles
Item Specifications
Required Equipment
Make Supreme Corporation Modified Kneeling or approved equal at the City's sole
discretion
Vehicle Type (29 Feet) Rubber Tire Trolley (Villager Trolley/Classic American) or approved equal
at the City's sole discretion
Number of vehicles required Fourteen (14)
Capacity Minimum 20 passengers
Power/fuel type Diesel
Accessibility Must meet requirements set forth by the Americans with Disabilities Act (ADA)
Reliability Standards Vehicles procured under this Agreement shall not be older than 2016 models,
unless approved, in writing, by the City Manager.
Properly functioning air conditioning, driver seatbelts, co-pilot seat, bicycle racks,
cow catcher, rear lift, Recaro driver seat, safety equipment, 21x21 map frame or
Vehicle Amenities (applies to all similar size as appropriate and hold-four brochure holder, modesty panel, pull
vehicles including spares) cords, interior signage (i.e. no eating or drinking, trolley ID and marquee), exterior
digital destination signs (marquees) on front, sides and rear of vehicles and leather
straps. Low steps (8" or less in height). Kneeling suspension. Floor plan to be
approved at the City's sole discretion.
Radio Communication and
Equipment (applies to all Fixed two-way radios for driver/dispatch communications and video surveillance
vehicles including spares) system with capabilities of live feed, recording audio and video and storing
recorded data for a minimum of three (3) weeks.
The City will be responsible to sell and install advertising on the interior and
exterior of the vehicles at its sole discretion. The cost for production will be borne
Advertising on Vehicles by the City and all revenues for advertising will be retained by the City. Vehicles
must come furnished with roof Ad space (framing) tilted in such position that is
easily viewed by the passengers.
Hours of Operation, Frequency, Routes, Fare
Daily Vary
Yearly Vary
Frequency of trips (headways) Vary depending on number of vehicles in service. Refer to Exhibit F of the contract
for headways depending on number of vehicles in service along each of the routes.
Duration of trips Vary depending on route
Number of Routes One (1) North Beach Loop, one (1) Collins Express, one (1) Middle Beach Loop, one
(1) South Beach Route (2 loops). Additional routes at the City's sole discretion.
Fares Fare-free
Table 3. Equipment and Service Specifications Low-Floor Trolley Vehicles
Item Specifications
Required Equipment
Make Hometown Trolley or Supreme Corporation or approved equal at the City's
sole discretion
Vehicle Type (28-32 Feet) Low-floor Rubber Tire Trolley (Streetcar Trolley or approved
equal at the City's sole discretion)
Number of vehicles required Twelve (12)
Capacity Minimum 20 passengers seating plus standing
Power/fuel type Diesel fuel
Accessibility Must meet requirements set forth by the Americans with Disabilities Act
(ADA)
Reliability Standards Vehicles procured under this Agreement shall not be older than 2017 models,
unless approved, in writing, by the City Manager.
Properly functioning air conditioning, driver seatbelts, bicycle racks, cow
catcher, Recaro driver seat or approved equal, safety equipment, 21x21 map
frame or similar size as appropriate and brochure holder, modesty panel,
Vehicle Amenities (applies to all vault for storage of drivers personal belongings (could be installed post-
vehicles including spares) delivery of vehicles, pull cords, interior signage (i.e. no eating or drinking,
trolley ID and marquee) on front, sides and rear of vehicles, exterior digital
destination signs (marquees) and leather straps. Floor plan layout to be
approved at the City's sole discretion.
Radio Communication and Equipment Fixed two-way radios for driver/ communications and video surveillance
(applies to all vehicles including spares) system with capabilities of live feed, recording audio and video and storing
recorded data for a minimum of three (3) weeks.
The City will be responsible to sell and install advertising on the interior and
exterior of the vehicles at its sole discretion. The cost for production will be
Advertising on Vehicles borne by the City and all revenues for advertising will be retained by the City.
Vehicles must come furnished with roof Ad space (framing) tilted in such
position that is easily viewed by the passengers.
Hours of Operation, Frequency, Routes, Fare
Daily Vary
Yearly Vary
Vary depending on number of vehicles in service. Refer to Exhibit F of the
Frequency of trips (headways) contract for headways depending on number of vehicles in service along each
of the routes.
Duration of trips Vary depending on route
One (1) North Beach Loop, one (1) Collins Express, one (1) Middle Beach Loop,
Number of Routes one (1) South Beach Route (2 loops). Additional routes at the City's sole
discretion.
Fares Fare-free
Figure 2- South Beach Route Service Area
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R esol u tion s -C Z P
MIAMI BEAC H
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: September 16, 2020
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING IN SUBSTANTIAL FORM AN
AMENDMENT NO. 4 TO THE ONE YEAR Pl LOT AGREEMENT
(AGREEMENT) WITH VAN DAALEN TENNIS, LLC (CONTRACTOR)
PROVIDING TENNIS PROGRAMMING AT THE MIAMI BEACH TENNIS
CENTER (CENTER), DATED AUGUST 30, 2017, BY LOWERING THE
MINIMUM GUARANTEE TO $3,000.00 BEGINNING IN OCTOBER 2020,
PROVIDING RELIEF DURING THE COVID-19 PANDEMIC, AND ENDING
ONCE REGULAR PROGRAMMING OPERATIONS RESUME AT THE
CENTER, SUBJECT TO FINAL NEGOTIATIONS BY THE
ADMINISTRATION AND REVIEW AND FORM APPROVAL BY THE CITY
ATTORNEY; AND FURTHER AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE AMENDMENT.
-
RECOMMENDATION
Adopt the Resolution.
BACKGROUND/HISTORY
On July 26, 2017, the Mayor and City Commission adopted Resolution Number 2017-29936,
accepting the written recommendation of the City Manager and waiving, by 5/7 vote, the
competitive bidding requirement, finding such waiver to be in the best interest of the City; and
approving, in substantial form, a one (1) year pilot agreement between the City and van Daalen
Tennis, LLC. for prograrming at the City's Miam Beach Tennis Center.
On August 30, 2017, the City and an Daalen Tennis, LLC. (Contractor") executed the One (1)
Year Pilot Agreement (the "Agreement") to provide tennis programming at the City's North Shore
Tennis Center, now known as the "Miami Beach Tennis Center" (the "Center").
At the April 11, 2018 City Cormission meeting, a discussion regarding a term extension of 6-months
for an Daalen Tennis, LLC. to provide programming, following the completion of the scheduled
construction projects at the "Center" was referred to the Finance and Citywide Projects Cormittee
(FCWP C").
On April 11, 2018, the City Commission adopted Resolution No. 2018-30279, changing the name
Page 367 of 1855
from North Shore Tennis Center to the Miami Beach Tennis Center.
On June 6, 2018, the Mayor and City Commission adopted Resolution No. 2018-30330, accep ting
the recommendation of the FCWPC's meeting on May 18, 2018 approving Ame ndment No. 1 to the
Agreement. The Ame ndment stated the following:
1. Acknowledging the term extension of six months at the completion of the scheduled
construction projects at the Miami Beach Tennis Center for Van Daalen Tennis, LLC.
2. Ackn owledging the Contractor's education compact fund contribution, in an amount of $500.00
(3) providing for the addition of language related to identifying the center as the Miam Beach
Tennis Center.
3. Adding language addressing light fees and club baskets.
4. Adding language regarding payment to Contractor for the City's summer sports specialty camp.
5. Updating the tennis software provider.
6. Providing the City with utilization of courts for City produced tennis related special events
and/or City sponsored special events to be added to the scope of the Agreement.
At the April 10, 2019 City Commission meeting, City staff updated the City Commission with respect
to the opening of the Center, which was slated to occur during late spring or summe r of 2020, and
that prior to the end of the term, the Administration would bring forth a procurement item so that the
Agreement may be compet itively bid. At the same meet ing, Administration discussed the fact that
since the Contractor took over the programming, the Center expe rienced an increase in participation
numbers and therefore an increase in both programming and merchandise revenues. As such,
Resolution No. 2019-30776 was passed approving Ame ndment No.2 to the pilot agreement to adjust
the Contractor's prograrmi ng and management fee from $500,000.00 to a not to exceed amount of
$750,000.00 per year during the temi of the agreement to correspond to the programming demands.
At the July 19, 2019 Finance and Citywide Projects Commit tee meeting, a motion was made to have
the Parks and Recreation Department amend the Van Daalen Tennis, LLC (Contractor) Pilot
Agreement, providing programming at the City's Miami Beach Tennis Center, by shifting the
responsibility of operating and personnel cost to the Contractor.
At the July 31, 2019 City Commission meet ing, Resolution No. 2019-30923 was passed to amend
the Pilot Agreement with Van Oaalen Tennis, LLC. (Contractor) to provide programmin g at the City's
Miam Beach Tennis Center; said amendment transferring, from the City to the Contractor, the
responsibility for payment of operational and personnel expenses at the Center. During the October
16, 2019 City Cormi ssion meeting, Resolution No. 2019-31029 was passed approving Ame ndment
No.3.
ANALYSIS
On March 12, 2020, in line with Executive Order 20-52 instituted by Governor Ron Desantis and
emergency declaration issued by County Mayor Carios Gimenez, the City Manager declared a State
of Emergency, in response to the coronavirus (COVID-19) pandemic. Since then, the Mayor and City
Commission have adopted several resolutions authorizing the City Manager to extend the duration of
the State of Emergency and implement discretionary emergency measures deemed nece ssary to
address the COVID-19 crisis and to protect the public health, safety and welfare of the people of the
City of Miami Beach.
Part of these measures included tempor arily closing parks and facilities to the public, which included
suspending progranming. The Miami Beach Tennis Center was closed from March 19, 2020 through
Page 368 of 1855
April 28, 2020 and reopened with strict social distancing policies that have greatly impacted revenue.
Following the City's initiative passed through Resolution No. 2020-31332 to offer rent relief to
operators of City-owned property, Administration would like to provide relief to the Contractor by
lowering their mon thly minimum guarantee to $3,000.00 beginning in October 2020 and ending once
regular programming operations resume.
Applicable Area
North Beach
ls this a "Residents Right
to Know"" item, pursuant to
City Code Section 2-14?2
No
Legislative Tracking
Parks and Recreation
Does this item utilize G,O.
Bond Funds?
No
ATTACHMENTS:
Description
ci ExhibitA-Van Daalen Tennis, LLC. Pilot Agreement
o Exhibit B- Amendment No. 1 to MVD Pilot Agreement
Exhibit C- Amendment No. 2 to MVD Pilot Agreement
Exhibit D --Amendment No. 3 to MVD Pilot Agreement
Exhibit E -- Draft Arœndment No. 4 to MVD Pilot Agreement
Page 369 of 1855
V A N D AA L E N T E N N IS , L L C .
O N E (1) YE AR P ILO T A G R E E M E N T
T O P R O V ID E P R O G RA M M IN G A T T H E
C IT Y 'S N O R T H S H O R E T E N N IS
C E N T E R
Page 370 of 1855 I
IN D E X
TITLE PAGE
SECTION 1.- TERM 4
SECTION 2. CENTER WHERE PROGRAM OCCURS .4
SECTION 3. USE(S) 5
3.1 Public Tennis Facility 5
3.2 Prohibited Activities 5
3.3 Hurricane Evacuation Plan 6
3.4 Personnel Background Checks, ID Badge Requirements 6
3.5 Business Tax Receipt. 6
SECTION 4. FEES AND REPORTS 7
4.1 Contractor Payment. 7
4.2 Contractor Reports 7
4.3 Sales and Use Tax 8
SECTION 5. EMPLOYEES AND INDEPENDENT CONTRACTORS 8
SECTION 6. HOURS OF OPERATION AND COURT USAGE 9
6.1 Center Hours 9
6.2 Change of Hours 9
6.3 Court's Usage 9
6.4 Public Benefits 1 O
SECTION 7. TENNIS FEES, CHARGES AND PROGRAMS, AND RELATED
SERVICES TO BE PROVIDED 1 O
SECTION 8. ALTERATIONS, MAINTENANCE, REPAIRS AND SECURITY 11
8.1 Building and Facility Alterations 11
8.2 Building and Facility Maintenance 11
8.3 Courts and Related Facilities Maintenance Standards 12
8.4 Equipment. 12
8.5 Orderly Operation 13
8.6 Dangerous Materials 13
8. 7 Security 13
8.8 Inspection 13
SECTION 9. INSURANCE 13
SECTION 10. FINES AND PENALTIES........................................................................14
SECTION 11. INDEMNITY 15
11.4 Subrogation 15
11.5 Force Majeure 16
11.6 Labor Dispute 16
11.7 Waiver of Loss From Hazard 16
SECTION 12. DEFAULT AND TERMINATION 16
12.1 Bankruptcy 16
12.2 Non-Monetary Default. 17
12.3 City's Remedies for Contractor's Default. 17
12.4 Surrender of Center 17
Page 371 of 1855
2
12.5 Termination for Convenience 18
SECTION 13. ASSIGNMENT 18
SECTION 14. SPECIAL EVENTS 19
14.1 City Special Events 19
SECTION 15. NO IMPROPER USE 20
SECTION 16. NOTICES 20
SECTION 17. LAWS. , 20
17.1 Compliance 20
17.2 Governing Law 21
17.3 Equal Employment Opportunity 21
17.4 No Discrimination 21
SECTION 18. MISCELLANEOUS 21
18.1 No Partnership 21
18.2 Modifications 21
18.3 Complete Agreement. 21
18.4 Headings 21
18.5 Binding Effect 21
18.6 Clauses 22
18.7 Severability 22
18.8 Right of Entry 22
18.9 Not a Lease 22
18.10 Signage 22
18.11 Conflict of Interest. 22
18.12 Reasonableness 22
18.13 Procedure for Approvals and/or Consents 23
18.14 No Waiver 23
18.15 No Third Party Beneficiary 23
SECTION 19. LIMITATION OF LIABILITY 23
SECTION 20. VENUE 23
SECTION 21. FLORIDA PUBLIC RECORDS LAW 24
SECTION 22. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED
POLYSTYRENE FOOD SERVICE ARTICLES 25
Page 372 0f 1855
ONE (1) YEAR PILOT AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA AND VAN DAALEN TENNIS, LLC TO PROVIDE
TENNIS PROGRAMMING AT THE CITY'S NORTH SHORE TENNIS CENTER
THIS AGREEMENT made the __ day of2 017 ("Effective Date"), between the
CITY OF MIAMI BEACH, a municipal corporation of the State of Florida (hereinafter called "City"),
having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and
VAN DAALEN TENNIS, LLC., a Florida limited liability company, having its principal offices at
15051 Royal Oaks Lane, Apt. 1604, North Miami, Florida 33181 (hereinafter called
"CONTRACTOR").
SECTION 1. TERM.
1.1 The term of this Agreement shall be for one year. The Agreement shall be deemed by the
parties hereto to have commenced retroactively, as of August 1, 2017 {the "Commencement
Date"), and shall terminate on July 31, 2018.
1.2 At the conclusion of the one (1) year term in subsection 1.1 above, the Agreement shall
continue on a month to month basis {the Holdover Term"), so as to enable the City to
evaluate such factors including but not limited to, CONTRACTOR'S performance hereunder,
customer satisfaction, program offerings, revenues generated and expenses incurred; all so
that the City may determine, during this month to month Holdover Term, whether it wishes to
continue CONTRACTOR'S services under this Agreement, or terminate the Agreement and
explore such other options as the City, in its reasonable discretion, may elect. During the
Holdover Term, the City, through its City Manager, shall have the option to terminate the
Agreement, without cause and for convenience, upon thirty (30) days prior written notice to
CONTRACTOR. The term and the Holdover Term may be collectively referred to as the
"Term".
SECTION 2. THE CENTER
2.1 The City owns and operates that certain recreational facility commonly known as the
North Shore Tennis Center, located at 501 72 Street, Miami Beach, Florida 33141
(the "Center").
22 çIN and CONTRACTOR Responsibilities. The City has employed the
CONTRACTOR, and CONTRACTOR agrees, to manage and operate the tennis
programs and the Pro Shop at the Center, pursuant to the terms and conditions set
forth herein. The City shall continue to be responsible for the following duties at the
Center: opening and closing the Center; staffing and operating the front desk;
maintaining the reservation software system; maintaining the courts and overall
facilities of the Center; collecting all revenues for the Center including, without
limitation, all programming fees (including revenue from the Pro Shop), membership
fees and court fees; providing court maintenance personnel; and providing facility
maintenance personnel. The City will assistthe public in scheduling tennis programs
and instruction, with a significant assistance from the CONTRACTOR
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SEC TIO N 3. USE (S).
The CONTRACTOR is hereby authorized to conduct the following kind(s) of businesses and provide
the following kind(s) of services within the Center, all at its sole cost and expense:
3.1 Public Tennis Facility.
CONTRACTOR agrees it will use the Center solely for the operation of a first-class tennis
programming facility. This use shall include the management and operation (including
staffing) of the tennis programs, including the courts, and the Pro Shop (including food and
beverage service), but excluding the collection of revenue therefrom. CONTRACTOR'S
services in connection with the uses set forth herein shall include those services proposed
by CONTRACTOR, as attached and incorporated in Exhibit "A" hereto, and permitted
Special Events (as defined in Section 17) related to such public tennis center activities;
provided, however, that in the event of a conflict between Exhibit "A" and the terms of this
Agreement, the terms of this Agreement shall take precedence. No other use, business, or
services shall be conducted by CONTRACTOR at the Center without the prior written
consent of the City Manager, or his designee.
CONTRACTOR agrees, acknowledges, covenants and represents to the City that the
Center is for the use by the public; that such public use is a prime consideration; and must
be balanced accordingly with the services to be provided by the CONTRACTOR, without
restricting, or in any way limiting, the public access, nature, or ambiance of the Center.
Accordingly, CONTRACTOR agrees, acknowledges, covenants and represents to City that
the public's right to use the Center shall not be infringed upon by any activity of
CONTRACTOR. This includes, without limitation, the monopolization of courts for lessons
during identified "peak times".
CONTRACTOR hereby agrees, acknowledges, covenants, and represents to City that,
during the Term of this Agreement, it shall continually provide high-quality, first-class
affordable tennis services to the City's residents and visitors; to meet the demands of the
City's hotel community for access to high quality, first-class tennis programming within Miami
Beach; and to progressively upgrade tennis programming at the Center throughout such
Term.
3.2 Prohibited Activities.
CONTRACTOR will conduct its operations so as to maintain a reasonably quiet and tranquil
environment for the adjacent areas, and make no public disturbances.
CONTRACTOR shall not use the Center for any unlawful purpose and shall comply with all
laws and permitting requirements now in force or hereafter adopted, applicable to the
Center, and/ or uses and businesses conducted on the Center. CONTRACTOR agrees not
to use the Center for, or to permit the operation of, any offensive, noisy or dangerous activity,
nuisance or anything against public policy. There shall be no living quarters at the Center,
nor shall anyone be permitted to live at the Center. Except as may result from acts of force
majeure, CONTRACTOR agrees that it will not allow the Center to become unoccupied or
vacant. CONTRACTOR will not permit the outside use of any musical instrument or noise-
making device at the Center, which would be in violation of the City's Noise Ordinance, as
same may be amended from time to time.
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3 .3 H u rri c a n e E v a c u a tio n P la n .
C O N T R AC T O R a g re e s to co m p ly w ith th e C ity 's H u rr ica ne E v a c u a tio n P la n a n d w ill
co ope ra te fu lly w ith th e in s tru c tio n s g iv e n by th e C ity 's re p re s e n ta tive to in iti a te th e p la n
im me d ia te ly u p o n no tic e o f the issuance of a Hurricane Warning by the Miami-Dade County
Office of Emergency Management. CONTRACTOR shall, at a minimum, secure the Center
and all related materials and assist with the removal and reinstalling of windscreens in
accordance with the procedures included in the City's Recreation Division Hurricane
Evacuation Plan, as included in Exhibit "B," attached hereto.
3.4 Personnel Background Checks, ID Badge Requirements.
CONTRACTOR shall comply with the requirements of Sections 1012.32 and 1012.465,
florida Statutes, requiring that only those employees who have successfully passed the
background screening required by the referenced statutes, and who meet the standards
established by the statutes, be allowed access to the Center and/or allowed to perform
services under this Agreement. This requirement shall also extend to all CONTRACTOR
representatives, agents, independent contractors, sub-contractors, or volunteers (such
employees, representatives, agents, independent contractors, sub-contractors, or volunteers
of CONTRACTOR shall be collectively referred to herein as "Personnel") performing duties
under this Agreement.
The Personnel shall undergo the aforestated background screening and a drug screening,
(collectively referred to herein as "Background Check Process") prior to entering the Center
to begin employment and/or deliver services. The Background Check Process will be
conducted by the City of Miami Beach Human Resources Department. The Personnel shall
not be permitted to work at the Center until such time as the Background Check
Process has been completed and the Personnel are cleared to perform duties under
this Agreement. If any Personnel is away from the job for a period of 45 or more days, the
City will require a new Background Check Process.
The CITY and CONTRACTOR agree and acknowledge that the failure of CONTRACTOR to
perform any of the duties described in Subsection 3.4 shall constitute a material breach of
this Agreement, for which the City reserves the right to termínate immediately and without
further liability to the City. CONTRACTOR agrees to indemnify and hold harmless the City,
its officers and employees of any liability in the form of physical or mental injury, death or
property damage resulting in CONTRACTOR's failure to comply with the requirements of
this Subsection 3.4, or Sections 1012.32 and 1012.465, Florida Statutes.
CONTRACTOR agrees to require all of its Personnel to notify the CONTRACTOR and the
City of any arrest(s) or conviction(s) of any offense within 24 hours of its occurrence.
CONTRACTOR further agrees to immediately notify the City upon becoming aware that one
of its Personnel, who was previously certified as completing the Background Check Process,
is subsequently arrested or convicted of any disqualifying offense. Failure by
CONTRACTOR to notify the City of such arrest or conviction within 24 hours of being
put on notice shall constitute a material breach of this Agreement entitling the City to
terminate this Agreement immediately, without further liability to the City.
3.5 Business Tax Receipts.
CONTRACTOR shall obtain, at its sole cost and expense, any and all business tax receipts
required by law for the proposed uses contemplated in this Agreement.
Page 3{5 of 1855
W itho ut limiting the gene rality of the fo regoing, se curing the requisite business tax receipts,
in add ition to completing the Backgro und Che ck Proce ss in acc ordance with Subs ection 3.4
he reo f, s h a ll be re q u ire d a n d o b tained fo r each individual professional tennis instructor
providing lessons and/or clinics at the Center.
SECTION 4. FEES AND REPORTS
4.1
4.2
CONTRACTOR Payment
The fees to participate in CONTRACTOR'S North Shore Tennis Programs are set forth in
Attachment "A" hereto, which is incorporated herein by reference. In consideration of the
Services to be provided, City shall pay CONTRACTOR a programming fee equal 70% of the
total monthly gross programming revenues collected by the City and a management fee
equal to 21% of the total monthly gross programming revenues collected by the City, with the
City retaining the remainder of the total monthly gross programming revenues collected.
Additionally, the City shall retain 100% of the membership fees and court fees collected.
The CONTRACTOR's annual programming fee and management fee shall not exceed
$500,000 during the term, or a pro-rata thereof, during any Holdover Term. The City shall
provide payment to CONTRACTOR by the 15° of the Month.
By way of an example, assuming that the gross programming revenues for one month equal
$100,000, the CONTRACTOR'S programming fee and management fee would be
calculated as follows:
CONTRACTOR receives a programming fee of 70% of the monthly gross
pro gram m i n g revenues, in the amount of $70,000;
CONTRACTOR will receive a management fee of 21 % of the monthly gross
programming revenues, in the amount of $21,000; and
The City will receive the remaining $9,000 of the total monthly gross programming
revenues, plus 100% of all membership fees and co urt fees collected during the
month.
As referred to herein, "gross program m ing revenues" shall me an all inco me received
(less returns and refunds) by the City from clinics, tennis instruction, ca mps,
tourn aments, academy, hospitality packages, food and beverage sales and Pro
Shop sales. The gross program mi ng revenu es shall not include inco me received by
the City for annual membership fees or hourly court fees.
CONTRACTOR Reports
The CONTRACTOR shall provide a monthly activity report/revenue report which
shall be submitted to the City by the fifth day of the following month. The monthly
reports shall include, but not be limited to, the following information:
(A) a comprehensive break-down of all day play, clinics, tournaments and
revenues generated in the prior month by category, and other performance
measures as determined by the City Manager or his designee.
Page 376 0f 1855
(B) a work plan to adequately address Continuous Q uality Imp ro vem en t goals in
th e CO NTR ACTOR 's m anagem ent plan
(C ) the City reserv es the right to add or modify the items required in th e monthly
report, as th e C ity Manager or his designee deems necessary , in its sole and
reasonable discretion . in order to adequat ely monitor performance of the
CON TR AC TO R
4 3 Sale s and Use Tax.
Paym ent of any required Florida State Sales and Use Tax shall be the respo nsibility of the
C ity
SE I IQ N 5._ EMPLOYEE A N D IN DE PEN D EN T CON TR A C TO R S _
5.1
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5.13
5.2
CO N TRA CTOR agrees th at during the Term of this Agre emen t, Martin Van Daalen shall
have active, ongoing direct parti ci pation in the day to day tennis pro gram m ing oper a tion of
the Cent er In the event th at th e CO NTRACTOR , or othe rwi se ce ase s to partici pat e in the
day to day ten nis pro gramm ing oper ation of the Cen ter pursuant to this Agree m ent, then the
City , at its sol e option , m ay terminate this Agree ment for cause pursuant to Section 15. In
th e altern ative should the C ity not opt to terminate th is Agre em en t as provided therein , the
City shal l have prior wr itten appr oval as to any repla cemen t of the Princi pal subs equently
offered by th e C O NTRA C TO R
In co nnect ion w ith the pe rform ance of its respon si bilities her eunder, CO NTRA C TO R may
hi re Personn el (as defined in Subse ction 3.4 herei n), wh o will be the Per son nel of the
CO NTR AC TO R and not of the City , and who will be subject to a background Check
Process. as set forth in Subsecti on 3.4 herein, at th e exp en se of the CO N TRA CTOR .
C O N TRA CTOR shall provide an adeq uate numb er of Per son nel and man-h ours mn order to
perform the serv ices required under this Agreem ent CO NTRACTO R shall select the
num ber , functi on, com pensation, incl uding benefits (if an y), an d may, at its discretion and at
an y tim e, adjust or revise the term s and conditions relating to such Person nel, in order to
ensure an adequate num ber of Person nel an d m an-hours
The C O NTRA CTO R agrees that all personnel for the Center shall be certified Tennis
Professionals by USPT A, USTA, USPTR or equivalent. The CO NTRA CTO R and pe rso nnel
must dem on strate knowledge and experien ce in ten nis instruct ion and related activi ties, as
wel l as, knowl edge of th e legal req uirem ents that are involved in thi s typ e of operation
T her e m ust be onsite tennis pr ogram managem ent by the CON T RACTO R , at the Tennis
C ent er during ope rating hours
Indepe nden t/Sub-contractors/T hird Party Profession al s shall not be perm itted at the Cen ter
Indepen den t/Sub-contra ctors /Th i rd Party Pro fession als incl ude, but are not limi ted to, a
resid ent/n onresi dent:
(A) Who teach es or gives tennis lesson s for a fee independent of CON TRA CTO R,
(B) Wh o teach es on a court wi th a ball basket and with more than th ree balls with one or
m ore players independent of CO NTRA CTO R, and
(C ) W ho collects money for inst ruction and/or lesson ind epen d ent of the City.
CONTRACTOR's Pers on nel shall wear clean approp riate apparel to include uniform s/n ame
tags. such that Center patrons can easily identify CON TRA CTO R and its Personnel. All
o.SE{p.by unarro-+e«u«eone
Pers onnel furn ished to th e C ity of M iam i Beac h m ust be unifo rme d. Each uniform shall display
C O N TRA CTO R 's name and logo , w hic h logo shall be sub je ct to approval by th e C ity . U nifo rm s
m ust be provided at th e C ON TR A C TO R's expen se, and m ay not be charged to an em ployee
or deducte d from an em ployees' payc heck, the refore reduci ng the hourly pay rate to less than
the living w age ra te req uired under the C ity 's Li ving W age O rdinance , as sam e m ay be
ame nde d from tim e to time .
A ll Pers onnel shall observ e all the grac es of pers onal gro om ing. The C O N T R A C TO R shall
hire Pers onnel to w ork in its opera tion w ho are neat, clean, qualified and effi cient and shall
co m port th em selves in a professional and courteous m anner and be in conform ity w ith the
City's C ustom er Ser vi ce stand ards, as set forth in th e attache d Exh ibit "C". If the City
Manager or his designee deems it appropriate, the CONTRACTOR and its Personnel may
be required to attend Customer Service training as conducted by the City. The
CONTRACTOR and any Personnel hired by same shall comply with the pre-employment
requirements and standards as established by the City of Miami Beach's Human Resources
Department. If CONTRACTOR materially fails to comply with these provisions, the City may
send notice of default. The CONTRACTOR shall have an experienced Tennis Programming
manager overseeing the Center and related operations at all times the Center is open to the
general public in the absence of the CONTRACTOR.
SECTION 6. HOURS OF OPERATION & COURTS USAGE.
6.1 Center Hours
The CONTRACTOR shall offer programming at the Centers from 7:30 A.M. to 9:30 P.M.
every day of the year, with the exception of closures due to weather conditions or events of
force majeure permitting, and certain holiday agreed upon by the CONTRACTOR and the
City of which proper signage and notification to patrons must be adhered to.
6.2 hange of Hours
Any change in the hours of operation shall be at the City's sole option and discretion, and
any request by CONTRACTOR for an increase or decrease in same shall be subject to the
prior written approval of the City Manager or his designee.
6.3 Court's Usage.
6.3.1 The CONTRACTOR acknowledges and agrees to prioritize utilization of courts for
public usage by restricting lesson/clinic/programming courts not to exceed five (5)
clay·courts and one (1) hard court at the Center during peak hours of play (7:30 AM
to 11.00 AM and 4.00 PM to 7.00 PM ). Courts are not to be booked or reserved by
the professional tennis instructors for lessons mor-e than one (1) day in advance.
The term lesson shall mean a unit of instruction on an individual or group basis for
which payment is received as outlined in Exhibit "A".,
6.3.2 Additional court usage for lessons, programs and clinics during non-peak hours shall
be subject to the prior written approval of the City. At no time shall more than 50% of
all courts be utilized for lessons, programs and clinics until 10 minutes after any non-
peak hour and there are no tennis patrons waiting for a court, without the prior
written approval of the City. CONTRACTOR must use due diligence when assigning
courts for open play and lessons to include: (a) alternating courts where lessors are
taught to avoid overplaying a court or battery of courts and (b) separating open play
courts from lesson courts to avoid injury. CONTRACTOR can allow for court
Page 338 0f 1855
reserv ations to be m a d e o n ho ur or half hou r interv als as app ro p ria te . R ese rv atio ns
for doubles play sha ll be for up to tw o (2) ho urs.
6.4 P ublic B enefit s.
6.4.1 T he C O N T R A C T O R ag ree s that the C ity's P a rk s and R e crea tio n D e part m e n t
p rogram s or co-sponso red pro g ra m s w ill ha ve use of two {2 ) co u rt s at the Ce nte r, at
no cha rge to the C ity , tw ice per wee k, fo r tw o (2 ) ho urs fo r e a ch co urt , be tw ee n the
ho urs of 11.00 a.m. and 5:00 p.m., to be mutually agreed upon by the parties.
6.4.2 CONTRACTOR agrees to provide free instructional lessons to after-school and
summer camp participants, to be mutually agreed upon by the parties. Use of courts
pursuant to the immediately preceding sentence shall be deemed to be the utilization
of courts for public usage.
6.4.3 The CONTRACTOR also agrees to provide fee waivers and/or fee reductions in
pricing for programs (i.e. clinics, academies, lessons, camps, etc.) for those City of
Miami Beach residents from low socio-economic backgrounds who qualify. The
CONTRACTOR agrees to utilize the same criteria for determining eligibility for fee
waivers or reductions as being used by the City of Miami Beach Parks and
Recreation Department at the time of the request. Fee waivers do not apply to
private lessons unless agreed upon by CONTRACTOR
6.4.4 The CONTRACTOR shall also offer free and/or affordable programming for Miami
Beach residents with disabilities (i.e. Wheelchair Tennis) and for Miami Beach
Senior residents. The CONTRACTOR will make provisions for summer and specialty
camps, which camp programs will include, without limitation, camp programs for
people with disabilities and for Seniors based on the established Parks and
Recreation Department format.
SECTION 7. TENNIS FEES, PROGRAMS & RELATED SERVICES TO BE PROVIDED.
7.1
7.2
7.3
7.4
The CONTRACTOR must comply with the fee schedule for the professional tennis
instruction that offers the tennis patron a choice in instructor level and hourly fee
commensurate with the instructor's level, as agreed upon and listed in Exhibit "A", (to be
provided by the CONTRACTOR) attached hereto. Any change of this said fee and
instructor levels shall be approved by the City prior to implementation of fees.
Fees for lessons and clinics to be offered must be prominently posted at the Center at
those location(s) where such fees are normally paid. All fees and charges shall be
competitive with those charged by comparable public tennis centers in Miami-Dade and
Broward Counties. Initial fees for programs, clinics and lessons are set forth in Exhibit "A" (to
be provided by CONTRACTOR) attached hereto.
The fees to participate in CONTRACTOR'S tennis programs are set forth in Exhibit u A"
hereto, which is incorporated herein by reference. An y changes to the approval fees
shall require prior written approval of the City Manager, or his designee.
The CONTRACTOR agrees to provide the programs set forth in Exhibit "A", An
implementation schedule of said services shall be provided by the CONTRACTOR within
thirty (30) days of the Commencement Date. Said schedule and any modifications, additions
or deletions to the list are subject to the prior approval of the City.
Page 379 of 1855
7.5 The C O N T R A C T O R , subject to the prio r w ritte n approval of the C ity , shall be autho rized to
provide co urt s, free of charge for the following: practice for professional tennis-players and
their coaches, during professional tennis demonstrations, promotional events, clinics and
lessons being offered to the public at no charge.
7.6 The CITY shall utilize a computer software system (i.e. Tennis Director, RecWare, Active
Network, etc.) for the purposes of tracking reservations, financials, memberships, etc. The
City shall have administrator rights to the CONTRACTOR's computer software system for
the purposes of conducting audits. Additionally, on-line reservations will be provided for by
the CITY, as well as phone and in-person reservations, all of which must be managed and
cross-referenced to avoid overbookings, no-shows, and adherence to prioritization and
utilization of courts for public usage by restricting lesson/clinic/programming courts during
peak hours.
7. 7 Any print materials prepared by the CONTRACTOR for use of the Center shall require the
written approval of the City Manager or his designee prior to printing. Materials must include
the City designation/ logo and appropriate ADA (Americans with Disabilities Act) disclaimer.
CONTRACTOR shall submit to the City (for review and approval prior to the initiation of
contract activities), a communication plan addressing programming to be scheduled at the
Center. All communications shall be directed to the appropriate City staff. City shall assist
with marketing materials to include: banners, fliers, postcards and website information.
7.8 Management of the Pro-Shop. CONTRACTOR, at its own cost and expense, shall be
responsible for purchasing and stocking the Pro-Shop with appropriate tennis products,
including but not limited to snacks, strings, racquets, apparel, and beverages.
Notwithstanding anything contained in this Section 7, orin the Agreement, CONTRACTOR's
food and beverage service shall be subject to and shall not, under any event, conflict with, or
otherwise violate, the City's exclusive vending contract with Coca-Cola Refreshments USA,
Inc. d/b/a Florida Coca-Cola Bottling Company and Coca-Cola North America, a division of
the Coca-Cola Company ("Coca-Cola Contract") and the City's exclusive vending contract
with Settali Trading Corp. ("Bettoli Contract") (collectively referred to herein as "City Vending
Contracts"); copies of which are attached hereto and made a part hereof as composite
Exhibit D. All monthly income from the Pro-Shop shall be collected by the City and treated
as part of the monthly gross programming revenues. The City will not be responsible for the
purchasing, inventory, ordering, delivery or security of such products.
SECTION 8 AL TE RATIONS, MAINTENANCE, REPAIRS & SECURITY
8.1 Building and Facility Alterations.
CONTRACTOR may not make alterations or additions to the Center. In the event of an
emergency to prevent injury to persons or property, CONTRACTOR shall use reasonable
efforts to secure the affected area and will immediately notify the City's Parks and
Recreation Department to advise of said emergency. At that time the City will assess the
situation, further secure the area in question, and determine means and method of
repairs.
CONTRACTOR shall not have the right to create or permit the creation of any lien attaching
to City's interest in the Center as a result of any such alterations or additions.
8.2 Building and Facility Maintenance.
The City further acknowledges that the CONTRACTOR shall not be required to improve,
Page 380 0f 1855
re pair, resto re, refurb ish, or otherw ise incur any expense in im proving or changing the
co nd itio n of the C ente r, except fo r all costs in connec tion w ith the fulfillm ent of this
A g r e e m e n t in c lu d in g , w itho ut lim itatio n, costs in co nnectio n w ith the m aintena nce of the
program m ing equipm e nt.
T he C ity shall m ainta in all el ectrical , H V A C, pl um bi ng and foundation and stru ctura l sys tem s,
ro o f s , e xt e rior w alls, and sport s lighting at the Center at its sole cost, and in its sole
discretion as to the means, manner and methods used for such maintenance.
The City will maintain the grass and landscaped areas in those portions surrounding the
Center and within the Center, as well as the equipment in connection with the upkeep of the
tennis courts to include:
(A) Windscreens
(B) Clay
(C) Nets (includes hardware)
(D) Lines (includes hardware)
(E) Purchase of start-up Tennis Balls (in the amount not to exceed $5,000 during
the Term)
(F ) Algae and Weeds on courts
(G ) Restrooms (clean and stocked)
(H) Pro Shop and facility cleanliness
(I) litter Control
{J ) Water coolers, ice, water and cups on the courts for patron use.
CONTRACTOR agrees to assist in helping to ensure the Center remains clean and tidy.
City shall have sole discretion as to the means, manner and methods utilized for the
aforestated maintenance.
8.3 Courts and Related Facilities Maintenance Standards.
The City shall comply with minimum standards set forth for the underground watering
systems, as set forth by the builder of the Center (Welch Tennis). The City shall conduct
monthly maintenance inspections by a City approved outside independent certified tennis
court builder/manufacturer to ensure courts are up to industry standards.
8.4 Equipment.
The CONTRACTOR must purchase and maintain, at its own cost and expense, all
materials, labor, and any and all equipment {the programming equipment") required to
operate the tennis programs at the Center. Such programming equipment shall include the
following:
(A) Ball Caddies
(B) Tennis Balls (after City's start-up contribution of $5,000 is met)
(C) Racquets
(D) String
(E) Water Cooler
(F) Stringing Machine
(G) B al l Machine
(H) Clothing Racks for Display
In the event any of the CONTRACTOR'S equipment or materials are lost, stolen, or
damaged, they shall be replaced or repaired at the sole cost and expense of the
Page 381 of 1855
C ON TR A C T O R , in no m or e th an five (5) days fr om date of loss, or if not possibl e, wit#fin
such time frame, as promptly as reasonably possible, but in no event to exceed fifteen (15)
days. The CONTRACTOR shall maintain, in accordance with the manufacturer's
specifications and maintenance requirements, all equipment, whether City owned or owned
by the CONTRACTOR, herein specified and purchased. All equipment shall be kept clean,
fully functional and free of damage.
8.5 Orderly Operation.
The CONTRACTOR shall have a neat and orderly operation at all times and shall be solely
responsible for tennis programing. There shall be no living quarters nor shall anyone be
permitted to live within the Center.
8.6 No Dangerous Materials.
The CONTRACTOR agrees not to use or permit at the Center the storage and/or use of
gasoline, fuel oils, diesel, illuminating oils, oil lamps, combustible powered electricity
producing generators, turpentine, benzene, naphtha, propane, natural gas, or other similar
substances, combustible materials, or explosives of any kind, or any substance or thing
prohibited in the standard policies of fire insurance companies in the State of Florida. Any
such substances or materials found within the Center shall be immediately removed.
Notwithstanding any contrary provisions of this Agreement, CONTRACTOR, after the
Commencement Date, shall indemnify and hold City harmless from any loss, damage, cost,
or expense of the City, including, without limitation, reasonable attorney's fees, incurred as a
result of, arising from, or connected with the placement by CONTRACTOR, after the
Commencement Date, but during the term of this Agreement. of any hazardous substance,
or petroleum products on, under, in or upon the Center as those terms are defined by
applicable Federal and State Statute, or any environmental rules and environmental
regulations promulgated thereunder; provided, however, CONTRACTOR shall have no
liability for any violation arising or damage incurred as a result of the willful misconduct or
gross negligence of the City, its agents, servants or employees. The provisions of this
Subsection shall survive the termination or earlier expiration of this Agreement.
8.7
8.8
Security.
The CITY shall be provide reasonable security measures that may be required in the City's
discretion to protect the Center and any of the equipment, materials and facilities thereon.
Inspection.
The CONTRACTOR agrees that CONTRACTOR's operations at the Center, including all
program equipment thereon may be inspected at any time during hours of operation by the
City Manager or his designee, or by any other Municipal, County, State officer, or agency
having responsibilities for inspections of such operations. The CONTRACTOR hereby
waives all claims against the City for compensation for loss or damage sustained by reason
of any interference (which interference, if by the City, must be reasonable) with the
operations by any public agency or official in enforcing its or his duties or any laws or
ordinances. Any such interference (which interference, if by the City, must be reasonable)
shall not relieve the CONTRACTOR from any obligation hereunder.
SECTION 9. INSURANCE.
CONTRACTOR shal l maintain, at its sole cost and expense, the following types of insurance
coverage at all times throughout the Term of this Agreement.
Page 382 of 1855
a. C o m prehensive G eneral Li ab ility in the m in im u m am o u nt of O n e M illio n D o lla rs
($1,0 00,0 00) per occ urr en ce fo r bo d ily inju ry and pro p e rty da m a ge . T h is po licy m ust
also co ntain coverage fo r C e nter op e ratio n s, produ cts and co ntractua l lia b ility .
b. W o rkers C om pensation In sura n ce as req u ired un d e r the Law s of the S tate of
Fl ori da.
T he polici es of insurance referr ed to abo ve sha ll not be su bje ct to ca n cella tio n or cha n ge exce p t
up on at le ast thirty (30 ) days prior w ritte n no tic e to the C ity , and then on ly su bje ct to th e pri o r w ritt en
ap pr oval of the C ity M a nager or his designe e . P rio r to the C o m m e n ce m e nt D a te , C O N T RA C T O R
shall provide City with a Certificate of Insurance for each such policy. ALL POLICIES SHALL NAME
THE CITY OF MIAMI BEACH FLORIDA AS AN ADDITIONAL NAMED INSURED. All such policies
shall be obtained from companies authorized to do business in the State of Florida with an A.M.
Best Insurance Guide (latest edition) rating acceptable to the City's Risk Manager, and any
replacement or substitute company shall also be subject to the prior written approval of the City's
Risk Manager. Should CONTRACTOR fail to obtain, maintain or renew the policies of insurance
referred to above, in the required amounts, the City may, at its sole discretion, obtain such
insurance, and any sums expended by City in obtaining said insurance, shall be repaid by
CONTRACTOR to City, plus ten percent (10%) of the amount of premiums paid to compensate City
for its administrative costs. If CONTRACTOR fails to repay City's expenditures within fifteen (15)
days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12%) until
paid, and such failure shall be deemed an event of default hereunder.
SECTION 10. FINES AND PENALTIES.
The City reserves the right to levy fines against the CONTRACTOR when the City determines that
CONTRACTOR is not meeting the necessary work requirements. The following table below depicts
areas where fines will be levied:
Work Activity
Quality of Operations
Personnel Shortages
Personnel Dress Code
Equipment Deficiencies
Supplies
Program Management
Communications
Life Safety Maintenance
Grace Period
24 hours
4 hours
8 hours
72 hours
8 hours
24 hours
48 hours
2 hours
Fines for failures to complete corrective action for any of the work activities listed above are as
follows:
- $100 after failing to complete corrective action after two (2) notifications
- $200 after failing to complete corrective action after three (3) notifications
- $500 after failing to complete corrective action after four ( 4) notifications
If additional time is required to complete corrective action, a written request must be submitted for
approval to the City prior to the end of the grace period. The basis for the implementation of fines
and penalties includes but is not limited to the following:
a. Personnel Shortages - Failure to provide a staffing plan that meets the
Page 383 0f 1855
m a in te n a n c e c o v e ra g e re q u ire me n ts o f th e se rv ic e a re a , a n d /o r fa ilu re to
p ro v id e th e n e ces s a ry o n -s ite p e rs o n n e l in a c co rd a n c e to th e s ta ffi n g p la n .
b. Personnel Dress Code- Failure of employees to meet uniform requirements,
including wearing clean uniforms.
c. Equipment Deficiencies - Inability to fully operate; in non-functional
condition; in state of disrepair and or visibly damaged; lacking maintenance;
and not generally maintained and in clean condition.
d. Supplies - Failure to provide the supplies necessary for the proper execution
of the program or maintenance service specified.
e. Program Management- Failure to implement a comprehensive management
program to respond to City and/ or stakeholder requests for services and
maintenance issues covered by the Contract.
f. Communications - Failure to submit an approved communications plan
addressing routine, scheduled, and emergency maintenance and repair
activities, and failure to provide timely notifications as previous prescribed.
g. Safety Regulations - Failure to adhere to OSHA's most recently published
Safety and Health Regulations and general Occupational Safety and Health
Standards.
SECTION 11. INDEMNITY.
11.1 In consideration of a separate and specific consideration of $10 .00 and other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged,
CONTRACTOR shall indemnify, hold harmless and defend the City, its agents, servants and
employees from and against any claim, demand or cause of action of whatsoever kind or
nature arising out of error, omission, or negligent act of CONTRACTOR, its subcontractor(s ),
agents, servants or employees in the performance of services under this Agreement unless
such claim, demand or cause of action arises as a result of the City's gross negligence or
willful misconduct.
11.2 In addition, in consideration of a separate and specific consideration of $10.00 and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, CONTRACTOR shall indemnify, hold harmless and defend the City, its
agents. servants and employees from and against any claim, demand or cause of action of
whatever kind or nature arising out of any misconduct of CONTRACTOR not included in the
paragraph in the subsection above and for which the City, its agents, servants or employees
are alleged to be liable.
11.3 Subsections 11.1 and 11.2 shall survive the termination or expiration of this Agreement.
Subsections 11.1 and 11.2 shall not apply, however, to any such liability, that arises as a
result of the willful misconduct or gross negligence of the City, its agents, servants or
employees.
11.4 Subrogation.
The terms of insurance policies referred to in Section 9 shall preclude subrogation claims
against CONTRACTOR, the City and their respective officers, employees and agents.
Page 384 of 1855
11.5 Force Majeure.
Neither party shall be obligated to perform hereunder and neither party shall be deemed to
be in default if performance is prevented by:
a. fire which renders at least thirty percent {30%) of the cumulative facilities
unusable and which is not caused by negligence of CONTRACTOR;
b. Earthquake; hurricane; flood; act of God; civil commotion occurring at the
Center during or in connection with any event; or other matter or condition of
like nature; or
c. Any law, ordinance, rule, regulation or order of any public or military authority
stemming from the existence of economic or energy controls, hostilities, or
war.
The parties hereto acknowledge that CONTRACTOR'S obligations and benefits hereunder
may be negatively affected by an event of Force Majeure. If an event of Force Majeure
occurs during the term of this Agreement, then the City Manager or his designee, in his sole
discretion, may extend the term of this Agreement for a reasonable period of time; provided,
however, such extension shall take effect only if CONTRACTOR agrees to such extension.
11.6 Labor Dispute .
In the event of a labor dispute which results in a strike, picket or boycott affecting the Center
or operation described in this Agreement, CONTRACTOR shall not thereby be deemed to
be in default or to have breached any part of this Agreement, unless such dispute shall have
been caused by illegal labor practices or violations by CONTRACTOR of anplicable
collective bargaining agreements and there has been a final determination of such fact
which is not cured by CONTRACTOR within thirty (30) days.
11.7 Waiver of Loss from Hazards.
The CONTRACTOR hereby expressly waives all claims against the City for loss or damage
sustained by the CONTRACTOR resulting from fire, water, natural disasters/acts of God
(e.g. hurricane, tomado, etc.). civil commotion, riot, or any other Force Majeure
contemplated in Subsection 14.5 and Labor Dispute in Subsection 14.6 above, and the
CONTRACTOR hereby expressly waives all rights, claims, and demands against the City
and forever releases and discharges the City from all demands, claims, actions and causes
of action arising from any of the aforesaid causes.
SECTION 12. DEFAULT AND TERMINATION.
Subsections 12.1 through12.2 shall constitute events of default under this Agreement. An event of
default by CONTRACTOR shall entitle City to exercise any and all remedies described as City's
remedies under this Agreement. including but not limited to those set forth in Subsection 12.3. An
event of default by City shall entitle CONTRACTOR to exercise any and all remedies described as
CONTRACTOR'S remedies under this Agreement, including but not limited to those set forth in
Subsection 12.4.
12.1 Bankruptcy.
If either the City or CONTRACTOR shall be adjudged bankrupt or insolvent, or if any
receiver or trustee of all or any part of the business property of either party shall be
appointed, or if any receiver of all or any part of the business property shall be appointed
Page 335 of 1855
and shall not be discharged within sixty (60) days after appointment, or if either party shall
make an assignment of its property for the benefit of creditors, or shall file a voluntary
petition in bankruptcy, or insolvency, or shall apply for reorganization or arrangement with its
creditors under the bankruptcy or insolvency laws now in force or hereinafter enacted,
Federal, State, or otherwise, or if such petitions shall be filed against either party and shall
not be dismissed within sixty (60) days after such filing, then the other party may
immediately, or at any time thereafter, and without further demand or notice, terminate this
Agreement without being prejudiced as to any remedies which may be available to it for
breach of contract.
12.2 Default.
In the event that CONTRACTOR or the City fails to perform or observe any of the covenants,
terms or provisions under this Agreement, and such failure continues thirty (30) days after
written notice thereof from the other party hereto, such non-defaulting party may immediately
or at any time thereafter, and without further demand or notice, terminate this Agreement
without being prejudiced as to any remedies which may be available to it for breach of
contract. In the event that a default (except with respect to a monetary default) is not
reasonably susceptible to being cured within such period, the defaulting party shall not be
considered in default if it shall, within such period, commence with due diligence and
dispatch to cure such default and thereafter completes with dispatch and due diligence the
curing of such default, but in no event shall such extended cure period exceed ninety (90)
days from the date of written notice thereof. In the event a defaulting party cures any default
pursuant to this subsection, it shall promptly provide the other party with written notice of
same.
12.3 Remedies for CONTRACTOR'S Default.
If any of the events of default, as set forth in this Section, by CONTRACTOR shall occur, the
City may, after notice (if required) and the expiration of cure periods, as provided above, at
its sole option and discretion, institute such proceedings as in its opinion are necessary to
cure such defaults and to compensate City for damages resulting from such defaults,
including but not limited to the right to give to CONTRACTOR a notice of termination of this
Agreement. If such notice is given, the term of this Agreement shall terminate upon the date
specified in such notice from City to CONTRACTOR. On the date so specified,
CONTRACTOR shall then quit and surrender the Center to City pursuant to the provisions of
Subsection 12.5. Upon the termination of this Agreement, all rights and interest of
CONTRACTOR in and to the Center and to this Agreement, and every part thereof, shall
cease and terminate and City may, in addition to any other rights and remedies it may have,
retain all sums paid to it by CONTRACTOR under this Agreement.. In addition to the rights
set forth above, City shall have the rights to pursue any and all of the following:
a. The right to injunction or other similar relief available to it under Florida law
against CONTRACTOR; and/or
b. The right to maintain any and all actions at law or suits in equity or other
proper proceedings to obtain damages resulting from CONTRACTOR'S
default.
12.4 Remedies for City's Default. If any of the events of default, as set forth in this Section, by
the City shall occur, the CONTRACTOR may, after notice (if required) and the expiration of
the cure periods, as provided above, at its sole option and discretion, terminate this
Agreement upon written notice to the City and/or sue for damages. Said termination shall
become effective upon receipt of a written notice of termination by the City, but in no event
Page 38ß6 of 1855
sh all CO N T R A C T O R sp e c ify a te rm in a tio n d a te th a t is le s s th a n s ix ty (6 0 ) d a y s fr o m th e
d ate o f th e wr i tt en termination notice. On the date specified in the notice, CONTRACTOR
shall quit and surrender the Center to the City pursuant to the provisions of Subsection 12.5.
12.5 Surrender of Center.
At the expiration of this Agreement. or earlier termination in accordance with the terms of this
Agreement, CONTRACTOR shall surrender programming at the Center in the same
condition as the Center was prior to the commencement of this Agreement, reasonable wear
and tear, and City maintenance and repair obligations, excepted. CONTRACTOR shall
remove all its equipment, fixtures, personal property, etc. upon five (5}-business days written
notice from the City Manager, or his designee, unless a longer time period is agreed to by
the City. The CONTRACTOR'S obligation to observe or perform this covenant shall survive
the expiration or other termination of this Agreement. Continued occupancy of the Center
after termination of the Agreement without the City's approval shall constitute trespass by
the CONTRACTOR, and may be prosecuted as such. In addition, the CONTRACTOR shall
pay to the City two hundred dollars ($200) per day as liquidated damages for such breach of
this Agreement.
12.6 Termination for Convenience.
During the Term of this Agreement, the City may terminate this Agreement at anytime, at its
convenience and without cause, upon providing the CONTRACTOR with sixty (60) days
written notice. ln the event of termination for convenience pursuant to this subsection,
CONTRACTOR shall quit and surrender the Centers to City pursuant to the provisions of
Subsection 12.5 hereof.
SECTION 13. ASSIGNMENT.
Except as otherwise provided in this Section, CONTRACTOR shall not assign; sublease; grant any
concession or license; permit the use of by any other person other than CONTRACTOR; or
otherwise transfer all or any portion of this Agreement and/or of the Center ( all of the forgoing are
herein after referred to collectively as "transfers"), without the prior written consent of the City, which
consent shall not be unreasonably withheld.
If there is a change in control of CONTRACTOR, then any such change in control shall constitute a
"transfer" for purposes of this Agreement and shall be approved by the City Commission prior to
consummation of such change in control. "Change in control", for purposes hereof, shall mean a
change of the ownership, directly or indirectly, of greater than 10% of the voting or ownership
interest or right to profits in such CONTRACTOR, by means of one or more transfers, sales,
mergers, consolidations, dissolutions or otherwise; provided that the foregoing shall not be deemed
to include (I) any transfer to other owners of CONTRACTOR or to trusts the beneficiaries of which
are any owner(s) of CONTRACTOR or member(s) of their immediate family; or (ii) a change in the
ownership of CONTRACTOR through a registered public offering of shares in CONTRACTOR {(I)
and (ii) above collectively are referred to herein as the "Transfer Exclusions"). Except for the
Transfer Exclusions, any change of the ownership, directly or indirectly, of 10% or less of the voting
or ownership interest or right to profits in such CONTRACTOR (a "Minor Change"), by means of one
or more transfers, sales, mergers, consolidations, dissolutions or otherwise, shall be subject to the
approval of the City Manager, or his designee.
CONTRACTOR shall notify the City of any proposed transfer, and shall notify the City Manager, or
his designee, of any proposed Minor Change, prior to consummation of same and the City or the
City Manager, as applicable, shall respond within thirty (30) days. In the event that any such transfer
Page 387 of 1855
or M in o r C h a n g e is ap p roved , th e tra n s fere e sh a ll ag re e to b e b o u n d by a ll th e co v e n a nts o f th is
A g re e m e n t re q u ired o f the tra n sferor he reu n d e r. A ny tra n s fe r o r M in o r C h a n g e m a d e wi th o u t
co m p lyin g wi th th is S e ct io n sh a lt b e n u ll, vo id , a n d o f no e ff e c t a n d sh a ll co n stitu te a n a ct o f d e fa u lt
u n d e r th is A g ree m e nt. N o twi thsta n d ing a n y su ch co n s e nt, or a n y p e rm itt ed tra n s fe r o r M in o r C h a n g e
und e r an y p rov isio n of this S e ct io n , un le ss e xp re s s ly re le a se d b y th e C ity , C O N T RA C T O R sh a ll
rem a in jo intly and se v e rally lia b le (a lo ng w ith e a c h a p p ro v e d tra n s fe re e , w h o sh a ll au to m a tic a lly
b e co m e lia ble fo r a ll ob lig atìo n s of the tra nsfe ro r he re u n d e r w ith re s p e ct to th a t p o rt io n o f the
A g ree m e n t so tran sfe rr ed}, an d th e C ity sh a ll b e pe rm itt ed to e n fo rce th e p ro v is io n s o f th is
A g re e m e n t d ire c tly ag a in st C O N T R A C T O R o r a n y tra n sfe re e of th e C O N T RA C T O R w ith o u t
p ro ce e d ing in an y w ay ag a ins t a ny othe r pe rso n .
SECTION 14. SPE CIAL EVENTS.
14.1 CONTRACTOR'S proposed uses, as defined in Section 3 herein, contemplates the
production, promotion or sponsorship by the CONTRACTOR of tennis related special events
at the Center. For purpose of this subsection 14.1 only, CONTRACTOR'S "Special Event"
shall mean any event in which CONTRACTOR shall dedicate, and close to the general
public, 50% or more of the Center's tennis courts. In the event CONTRACTOR does
produce, promote or sponsor a Special Event at the Center, other than those provided for in
this Agreement; it shall abide by the City's Special Events Permit Requirements and
Guidelines. For any use, other than those provided for in this Agreement, a Special Events
Permit may be required, and if required, shall be obtained through the City's Office of Arts,
Culture and Entertainment. The City Manager's, or his designee's, authorization must be
obtained for any such Special Event. The City Administration shall evaluate requests for
Special Events Permits on a case by case basis, in accordance with the City's Special Event
Permit Requirements and Guidelines.
14.2 City Special Events.
Notwithstanding Subsection 14.1 above, and in the event that the City, at its sole discretion,
deems that it would be in the best interest of the City, the City reserves the right to utilize the
Center for City produced tennis related special events and/or other City-produced special
events or productions. In such cases, the City will coordinate with the CONTRACTOR to
cooperatively produce such events. The City shall make its best effort to negotiate with
CONT ACTOR including utilization of off-site City-owned neighborhood tennis courts, but if
unsuccessful the CONTRACTOR shall cease and desist operations during the term of, and
in the area of the special event and/or production. If the CONTRACTOR is not required to
close, or chooses to remain open without interference to the special event and/or production,
CONTRACTOR agrees to cooperate with the City. If the CONTRACTOR is allowed to
remain open during special events and/or productions, the CONTRACTOR may be allowed
to have in operation its normal daily complement of equipment and staff. "Normal" shall be
defined as equipment and staff, approved by the City, that the CONTRACTOR has available
for the public on a normal day, 365 days per year. Such equipment or staff shall not be
increased or altered during special events and/or productions without the prior written
permission of the City Manager, or his designee. To the extent that the normal daily
complement of equipment and staff is displaced by the special event and/or production, the
CONTRACTOR may reallocate such displaced equipment and staff on a pro-rata basis
within the Center not being utilized by the special event or production.
Page 38 of 1855
SECTION 15. NO IMPROPER USE.
The CONTRACTOR will not use, nor suffer or permit any person to use in any manner whatsoever,
the Center or any facilities herein for any improper, immoral or offensive purpose, or for any purpose
in violation of any Federal, State, County, or Municipal ordinance, rule, order or regulation, or of any
governmental rule or regulation now in effect or hereafter enacted or adopted. The CONTRACTOR
will protect, indemnify, and forever save and keep harmless the City, its agents, employees and
contractors from and against damage, penalty, fine, judgment, expense or charge suffered,
imposed, assessed or incurred for any violation, or breach of any law, ordinance, rule, order or
regulation occasioned by any act, neglect or omission of the CONTRACTOR, or any of its
subcontractors, employees or agents. In the event of any violation by the CONTRACTOR or if the
City or its authorized representative shall deem any conduct on the part of the CONTRACTOR to be
objectionable or improper, CONTRACTOR shall be deemed to be in default of this Agreement
should CONTRACTOR fail to correct any such violation, conduct, or practice to the satisfaction of
the City within twenty-four (24) hours after receiving written notice of the nature and extent of such
violation, conduct, or practice.
SECTION 16. NOTICES.
All notices, consents, waivers, directions, requests or other instruments of communications provided
for under this Agreement, shall be deemed properly given if, and only if, delivered personally or sent
by registered or certified U.S. mail, postage pre-paid, as follows:
IF TO THE CITY:
With copies to:
IF TO CONTRACTOR:
Jimmy L. Morales
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
John Rebar, Director
Parks and Recreation
2100 Washington Avenue
Miami Beach, Florida 33139
Mr. Martin Van Daalen,
Van Daalen Tennis, LLC
15051 Royal Oaks Lane, Apt 1604
North Miami, Florida 33181
The CONTRACTOR and the City may change the above mailing address at any time upon giving
the other party written notification. All notices under this Agreement must be in writing
SECTION 17. LAWS.
17.1 Compliance.
CONTRACTOR shall comply with all applicable City, County, State, and Federal ordinances,
statutes, rules and regulations, including but not limited to all applicable environmental City,
County, State, and Federal ordinances, statutes, rules and regulations.
Page 389 of 1855
20
17.2 SoyerningLaw.
This Agreement shall be deemed to have been made and shall be construed and interpreted
in accordance with the laws of the State of Florida. In case of any inconsistency between the
terms of this Agreement, and any applicable general or special law, said general, special law
shall prevail.
17.3 Equal Employment Opportunity.
Neither CONTRACTOR nor any affiliate of CONTRACTOR performing services hereunder,
or pursuant hereto, will discriminate against any employee or applicant for employment
because of race, creed, sex, color, national origin, sexual orientation, and disability, as
defined in Title I of ADA.
17.4 No Discrimination.
In connection with the performance of its services, CONTRACTOR shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, CONTRACTOR shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
SECTION 18. MISCELLANEOUS.
18.1 No Partnership.
Nothing contained in this Agreement shall constitute or be construed to be or create a
partnership or joint venture between the City and CONTRACTOR.
18.2 Modifications.
This Agreement cannot be changed or modified except by agreement in writing executed by
all parties hereto. CONTRACTOR acknowledges that no modification to this Agreement
shall be binding on the City unless approved by the Mayor and City Commission except
where such authority has been expressly provided herein to the City Manager or his
designee.
18.3 Complete Agreement.
This Agreement, together with all exhibits attached hereto, constitutes all the understandings
and agreements of whatsoever nature or kind existing between the parties with respect to
the matters as contemplated herein.
18.4 Headings.
The section, subsection and paragraph headings contained herein are for convenience of
reference only and are not intended to define, limit, or describe the scope or intent of any
provision of this Agreement.
18.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
Page 390 0f 1855
respective successors and permitted assigns.
18.6 Clauses.
The illegality or invalidity of any term or any clause of this Agreement shall not affect the
validity of the remainder of the Agreement, and the Agreement shall remain in full force and
effect as if such illegal or invalid term or clause were not contained herein unless the
elimination of such provision detrimentally reduces the consideration or benefits that either
party is to receive under this Agreement or materially affects the continuing operation of this
Agreement.
18.7 Severability.
If any provision of this Agreement or any portion of such provision or the application thereof
to any person or circumstance shall be held to be invalid or unenforceable, or shall become
a violation of any local, State, or Federal laws, then the same as so applied shall no longer
be a part of this Agreement but the remainder of the Agreement shall not be affected thereby
and this Agreement as so modified shall remain in full force and effect.
18.8 Right of Entry.
The City, at the direction of the City Manager, or his designee, shall at all times during hours
of operation, have the right to enter into and upon any and all parts of the Center for the
purposes of examining the same for any reason relating to the obligations of parties to this
Agreement.
18.9 Not a Lease •
It is expressly understood and agreed that no part, parcel, building, facility, equipment or
space is leased to the CONTRACTOR.CONTRACTOR is an independent contractor
providing management services for the operation of the City's tennis programs and the Pro-
Shop at the Center, and is not a lessee; and that the CONTRACTOR'S right to manage and
operate the Center for the City shall continue only so long as this Agreement remains in
effect.
18.10 Signage.
CONTRACTOR shall provide, at its sole cost and expense, any required signs for its
operation on the Center. All advertising, signage and postings shall be approved by the City,
and shall be in accordance with all applicable Municipal, County, State and Federal laws and
regulations. Any signage posted by CONTRACTOR at the Center shall be subject to the
prior written approval of the City as to size, shape and placement of same.
18.11 Conflict of Interest.
CONTRACTOR shall perform its services under this Agreement and conduct the
professional tennis management and operations contemplated herein, in a manner so as to
show no preference for other tennis operations/facilities owned, operated, managed, or
otherwise controlled by CONTRACTOR with regard to its responsibilities pursuant to this
Agreement.
18.12 Reasonableness •
Notwithstanding anything to the contrary in this Agreement, including but not limited to
references to "sole option" or "sole discretion" or words of similar meaning, in each instance
in which the approval or consent or other action of the City Commission or the City Manager
or his designee is allowed or required in this Agreement, such approval, consent or other
action shall not be unreasonably withheld, conditioned or delayed.
Page 391 of 1855
22
18 .13 P ro c ed ur e fo r A p p rova ls a n d /o r C o n se n ts .
In e ac h in s ta n c e in w hic h the ap prova l o r c o ns e n t o f th e C ity M a n a g e r o r h is d e s ig n e e is
allo w ed or re q u ire d in th is A g re e m e n t, it is ac kn o w le d g e d th a t su c h a uth o rity ha s bee n
expre ss ly p rov id e d he re in to the C ity M a n a g e r o r h is d e s ig n e e b y th e M a yo r a n d C ity
C o m m is s io n of th e C ity . In ea c h ins ta n ce in w h ic h th e a p p ro v a l o r co n s e n t o f th e C ity
M a na g e r or his designee is allowed or required in this Agreement, CONTRACTOR shall
send to the City Manager a written request for approval or consent (the "Approval Request").
The City Manager or his designee shall have up to sixty (60) days from the date of Approval
Request to provide written notice to CONTRACTOR approving of, consenting to or
disapproving of the request. However, the City Manager or his designee's failure to consider
such request within this time provided shall not be deemed a waiver, nor shall
CONTRACTOR assume that the request is automatically approved and consented to. The
Subsection shall not apply to approvals required herein by the Mayor and City Commission.
18.14 No Waiver.
No waiver of any covenant or condition of this Agreement by either party shall be deemed to
imply or constitute a waiver in the future of the same covenant or condition or of any other
covenant or condition of this Agreement.
18.15 No Third Party Beneficiary.
Nothing in this Agreement shall confer upon any person or entity, including, but not limited to
subcontractors, other than the parties hereto and their respective successors and permitted
assigns, any rights or remedies by reason of this Agreement.
SECTION 19. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement placing the operation and management of the Center
in the hands of a private management entity only if so doing the City can place a limit on its liability
for any cause of action for breach of this Agreement, so that its liability for any such breach never
exceeds the sum of $100,000.00. CONTRACTOR hereby expresses its willingness to enter into this
Agreement with a $100,000.00 limitation on recovery for any action for breach of contract.
Accordingly, and in consideration of the separate consideration of $100,000.00, the receipt of which
is hereby acknowledged, the City shall not be liable to CONTRACTOR for damages to
CONTRACTOR in an amount in excess of $100,000.00, for any action for breach of contract arising
out of the performance or non-performance of any obligations imposed upon the City by this
Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way
intended to be a waiver of limitation placed upon the City's liability as set forth in Florida Statutes,
Section 768.28.
SECTION 20. VENUE.
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any and all the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. CITY AND
CONTRACTOR HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING THAT CITY AND CONTRACTOR MAY HEREIN
AFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE CENTER.
Page 392 0t 1855
SECTION 21. FLORIDA PUBLIC RECORDS LAW.
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or ordinance or
in connection with the transaction of official business of the City.
(C) Pursuant to Section 119. 0701 of the Florida Statutes, if the Contractor meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a copy
of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by law, for
the duration of the contract term and following completion of the Agreement if the
Contractor does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public records
in possession of the Contractor or keep and maintain public records required by the
City to perform the service. If the Contractor transfers all public records to the City
upon completion of the Agreement, the Contractor shal I destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion
of the Agreement, the Contractor shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is compatible with
the information technology systems of the City.
(C) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for services
must be made directly to the City. If the City does not possess the requested
records, the City shall immediately notify the Contractor of the request, and the
Contractor must provide the records to the City or allow the records to be inspected
or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall constitute a
breach of the Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or (3) avail itself of any available remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(O} CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award against
the Contractor the reasonable costs of enforcement, including reasonable attorney
fees, if:
a. The court determines that the Contractor unlawfully refused to comply with the
public records request within a reasonable time; and
Page 393 of 1855
24
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the Contractor
has not complied with the request, to the City and to the Contractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its contract
with the City or to the Contractor's registered agent. Such notices must be sent by
common carrier delivery service or by registered, Global Express Guaranteed, or
certified mail, with postage or shipping paid by the sender and with evidence of
delivery, which may be in an electronic format.
(3) A Contractor who complies with a public records request within 8 business days after
the notice is sent is not liable for the reasonable costs of enforcement.
(E) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
SECTION 22. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE
FOOD SERVICE ARTICLES.
Expanded polystyrene, a petroleum byproduct commonly known as Styrofoam, is neither readily
recyclable nor biodegradable and takes hundreds to thousands of years to degrade. Expanded
polystyrene is a common pollutant, which fragments into smaller, non-biodegradable pieces that are
harmful to marine life, other wildlife, and the environment. The City's goals are to reduce the use of
expanded polystyrene and encourage the use of reusable, recyclable, or compostable alternatives.
Expanded polystyrene means blown polystyrene and expanded and extruded foams that are
thermoplastic petrochemical materials utilizing a styrene monomer and processed by any number of
techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection
molding, foam molding, and extrusion-blown molding (extruded foam polystyrene).
Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays,
coolers, ice chests, and alt similar articles that consist of expanded polystyrene.
CONTRACTOR agrees not to sell, use, provide food in, or offer the use of expanded polystyrene
food service articles at the Center. A violation of this section shall be deemed a default under the
terms of this Agreement. This subsection shall not apply to expanded polystyrene food service
articles used for prepackaged food that have been filled and sealed prior to receipt by the
CONTRACTOR.
Page 394 0f 1855
IN WITNESS WHEREOF, the parties hereto have caused theìr names to be signed and their seals
to be affixed, all as of the day and year first above written, indicating their agreement.
a municipal corporation6y/g
State of Florida
lf, s h-
t
Print Name; Phj 1/evine
-2 E.t ' 4á\..1.£40$
!.'ES Sé.Y 6 APPROVED AS TO
É@:,=}j<.3 j? FOR M & LANGUAGE
~:¡~.i .Y_,,,,r\.-,~").,-;b/ ti & FOR EXEC N'd _
t') ..... : ,-J\'.'J_r,·. ·:-.;, ; '() !:! ïi7} ti i"t :E: 1f > \ . •. __ ,,., · . -. .- -,......,, u -r
ss 2,1..5$ 7 T-
) ,3 ,0ò5$ ·g'7 ri ;
I HEREBY CERTIFY that on this day, before re;är ffcer duly authorized in the State aforesaid
and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged
before me by Phi Ii Levin , s Mayor of the City of Miami Beach, a municipal corporation of the
State of Florida, who is personally known to me or _ who has produced a valid driver's license
as identification.
ATTEST:
STATE OF FLORI DA
COUNTY OF _
,A Wlf ESS my hand and official seal in the County and State last aforesaid this 3cJ day of
s #Ga
NÓtary Public, State of Florida
My Commission Expires:
432 es ±.° k WY COMMISSION +FF 155322
,, .sS EXPIRES: August 27, 2018
"T,&" 3onde! Tu Nor Pue und«ter:
Page 395 of 1855
26
V A N D AAL E N TE N NI S, L L C .
a ty company
ATTES~
By~ /f(lker~t-.#t/t!Jf6B(
Name and Title
STATE OF FLORIDA )
SS:
COUNTY OF Mioni tole
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid
and in the Cour,1Y aforesaid t0atake ackj)'v"{ledgrw• the foregoing instrument was acknowledged
before me by lg«Dt4Al,as ?t. ' eßMf VAN DAALEN TENNIS, LLC., a
Florida limited liability company, who is personally known to me or who / has produced a
valid y63u-Suss·zo driver's license as identification.
WITNESS my hand and official seal in the County and State last aforesaid this 2gay of
bugust 2o17. /,2
4$
My Commission Expires:
o@y yuesa
'%, MELODY PEREZ
/~~--:, Stete of Florida-Notary Public
E·{ '·i Commission # GG 128038
2$} Es My Commission Expires
6,11°' July 25, 2021
Page 396 of 1855
Exhibit "A" to
VAN DAA LEN TENNIS, LLC.
ONE (1) YEAR PILO T AGREEM ENT TO PROVIDE
PROG RA M M ING AT THE CITY'S NORTH SHORE
TENNIS CENTER
Page 397 of 1855
Instructional Fees
Private Lessons (1-2 students, to be determined by Director, $20 court fee included)
$85.00 (per hr)
$80.00 (per hr)
$75.00 (per hr)
$65.00 (per hr)
$60.00 (per hr)
Director of tennis
Head Professional
Academy instructor
Assistant instructor
Recreational instru ctor
Adult Programs (up to 6 students per court)
$25.00 (1.5 hr clinic) -
$25.00 (1.5 hr clinic) -
Junior programs
$70.00 (2.5 hr clinic} -
$150.00 (monthly)
$40 (1.5 hr clinic)
$20 (per hr)
Advanced group
Beginner group
Academy after school program ( 4:30 -7)
Academy tournament coaching fee
Academy after school program (5:30-7)
Recreational group
Junior Camps
$400 (week, full day) -
$200 (week, half day) -
$700 (week, tourn)
recreational
recreational
Tournament players
Cooperate Clinics (3-4 students, 1.5 hrs)
$160 (per group) Elite training
Page 398 of 1855
Exhibit "B" to
VAN DAALEN TENNIS, LLC.
ONE (1) YEAR PILOT AGREEMENT TO PROVIDE
PROGRAMMING AT THE CITY'S NORTH SHORE
TENNIS CENTER
Page 399 of 1855
9
PARKS &, RE IREATION DEPARTMENT
RECREATION DIVISION
DATE ISSUED:
11/28/2007
Pago: 1 $CT1 O N:
of 3
5U8JECT:
EMPLOYEE'S HURRICANE PROCEDURES
POLICY: arks and Recreation Dapartment requlres the following procedures In case
urrlcane watch or a hurricane
PROCEDURES:
l. HURRICANES TCH PROCEDURES
A. AI! Staff
t, lfla Hurricane Watch is issued while you are on duty, stay at your facility and
ct! your immedlate supervisor for Instruction,
2. All employees must make sure that the Department and the Immediate
supervisor have at least bwo (2) telephone number s where the employee can
bt reached.
3, Iftrou are not on duty, and a Hurricana Watch is issued, call your imradlate
stipervisor for instructlons.
4. Yhu may be called to your faclllty to follow hurricane procedures and may be
a4signed to assist anywhere help ls needed.
B. AJI Supariisors
1. A] supervisors are to roport to Division office at 2t Street Recreation.
2. Egch supervisor wll instruct their staff at each facility to carry out safety
pt cadures.
C. AI Tennl! Center Managers
1. Al Tennis Center Managers are to report to your Tennls Center.
2. Nptily yaur immedlate supervisor that you are on duty.
3. Fèllow satety procedures.
D. AI Pool lanagers
1, AI) Pool Managers are to report to your pools,
2. Nbtlty your Immediate supervisors that you are on duty.
3. F4llow safety procedures.
All person nel are nol to leave their se until per mi ssion is give n by your sup ervisor.
II. PROCEDURE SE CUR E FACILITIES
A, Tennis Conters
1, T4nnls Personnel must report to work immediately, If off duty.
2. Cp wires and take down windscreens. Roll up tightly by sections and store
all nets.
3. Rgrove all maintenance equipmen t i.e. brooms, rakes, etc. and store in a
s fe place.
4. T} down benches to posts.
5. St ire all trash cans in locker rooms.
6. Rarove all seats i.e. bleachers, chairs, tc. and store as instructed.
7, S4cure all loose objects, computers, ond all miscellaneous Items In the pro-
sl p.
8, Tim off all power at the main panel box.
Page 400 of 1855
9
PARKS & RE CREATION DEPARTMENT
RECREATION ONISION
DATE ISSUED
11/28/2007
Page: 2 SECT1ON;
Of 3 ______ ..__ -i
SUBJECT.
EMPLOYEE'S HURRICANE PROCEDURES
B, Playgro ids and Youth Centers
1, em ove everything on the first floor th at can be dam aged by water.
2. 0ve all objects aw ay from win d ow .
3. lumn off power at the main panel switch.
4. ing in al trashcans and store ln a safe place.
5, all benches and swings securely.
6. sure th at all sports eq uipme nt ls stor ed In a sale place.
7, [over and unplug all electrical equipment with plastic (i.e. com puters,
nters, copy machine, TV's, etc.)
Do not leave the fa
Pools
ke down all canvas on deck; sun shelters, umbrellas, etc., roll up and store
safe place.
2. ar the decks and store all mo vable item s in the deck storage room.
3. Lpwer the water In the pool about wo (2) feel (youth conf er lower three (3)
te ).
4. Slack things off tho floor that can be damaged by wata.
5, Lack all win dows and doors.
6. S]ut off electricity to pumps, chlorinatr, etc.
7, Thim o power at main swt tch .
A. Al Staff
1. A] staff is to call CIty Hall Emp loyee Hotline (604-City) and their Iredlata
si)p ervisor (it possible) as soon as poss ible, and walt fo r fu rth er Instructions.
2. A] staff will be assi gned work loc ations to begin clean up of all storm dama ge
th at normal servlcss to the public can be resumed as soon as possible.
3. sta ff must report to work when notified by their supervisor unless
un for e seen circumstances pro hlbit otherwi se.
B. A Super fisors
1, Supervisors are to report to City Hall ({ don't know about this one...we
ually report to our sites) as soon as posslble.
2. Cpordinate the damage assessment and clean up procedures.
3. wimedlately upon reporting back to work a damage raport must be tumed in
to/the Recreation Assistant Director.
4. pn staff to each facdiity.
C . AI Tennis Center M ana gers
1. AI Tennis Center Managers are lo report to their Tennls Center8 as soon as
pt ssibl a.
2. P ypare a written damage re po rt of thelr facillty.
3. ign staff to cleanup procedures.
Page 401 of 1855
œ
PARKS & RE IREATION DEPARTMENT
RECREATION DIVISION .
DATE ISSUED: Page:3 SECTION;
11/28/2007 0f 3
SUBJECT:
EMPLOYEE'S HURRICANE PROCEDURES
D. AI Pool
1.
2.
3.
anag@rs
Pool Managers are to reports to their Pool as soon as posslble.
are a written damage report ot thelr facility,
lgn staff to cleanup procedure.
Page 402 of 1855
E xh i bi t "C" to
VAN DAALEN TENNIS, LLC.
ONE (1) YEAR PILOT AGREEMENT TO PROVIDE
PROGRAMMING AT THE CITY'S NORTH SHORE
TENNIS CENTER
Page 403 of 1855
TEL EPH O N E
O
WR ITT EN
CORRESPONDEN £
(l)
PERSO N A L
CONTACT
3
M O N IT O RIN G
O U R PRO G RESS •
-'~-
$%@#5
Exhibit "D" to
VAN DAALEN TENNIS, LLC.
ONE (1) YEAR PILOT AGREEMENT TO PROVIDE
PROGRAMMING AT THE CITY'S NORTH SHORE
TENNIS CENTER
Page 405 of 1855
¡
, I
AMENDMENT NO. 1
TO CONCESSION AGREEMENT BY AND BETW EEN CITY OF MIAMI
BEACH, FLORIDA AND BETTOLI TRADING CORP. FOR OPERA TION
OF SNACK MACHINE CONCESSIONS AT VARIOUS LOCATIONS ON
CITY OF MIAMI BEA CH PROPERTIES PURSUANT TO REQUEST FOR
PROPOSAL S #4 4-10/11
THIS AMENDMENT NO. 1, (Ame ndment) to the Con cession Agreeme nt (Agreemen t)
for oper ation of snack machines by Bettoli Trading Corp. dated, May 3, 2012, by and
between the City of Miami Beach, Florida, a municipal corporation organized and
existing under the laws of the State of Florida, having its principal place of business at
1700 Convention Center Drive, Miami Beach, Florida 33139 (City), and Bettoli Trading
Corp. a Florida corporation, with office s at 6095 NW 167 street, Suite D, Miami , Florida
33015 (Con ce ssionaire), is en tered into retroactively as of the 1" day of November,
2016 (Effective Date).
REC ITALS
WHEREAS, the City and Concessionaire are parties to an Agreement. dated May 3, 2012, for
the operation of snack machine concessions at various locations on City of Miami Beach
properties; and
WHEREAS, the Concession Agreement has an initial term of five (5) years, commencing on
May 1, 2012 and ending on April 30, 2017, which may be extended, at the City's sole discretion.
for five (5) additional periods of one (1) year each; and
WHEREAS, on June 8, 2016, the Neighborhoods/Community Affairs Committee (NCAC}
recommended in favor of implementing the Miami-Dade County Public Schools (MDCPS)
standards in all snack vending machines; and
WHEREAS, at the October 19, 2016 City Commission meeting, the Mayor and City Commission
directed the Administration to implement the MDCPS standards for one hundred percent (100%)
of the snack selections in the vending machines located in parks and youth centers; to
implement the MDCPS standards for fifty percent (50%) of the snack selections in the vending
machines located in other City structures, such as garages and office buildings; and to revisit
the item again in 6 months; and
WHEREAS, on October 19, 2016 the Mayor and City Com mission adopted Resolution 2016-
29609 approving Amendment No. 1 to Concession Agreement, modifying the scope of the
Concession Agreement to require the implementation of the MDCPS healthy snacks standards
as approved by the Mayor and City Commission, and reducing the annual Minimum Guaranty
payment which Concessionaire pays under the Concession Agreement from $12,731 to
$11,000 ann ually; and
WHEREAS, City Manager, as referenced in the Agreement shall include City Manger's
designee, as may be designated, in writing, by the City Manager from time to time.
Page 406 of 1855
NO W THE R E FO RE , in considera tion of the m utual prom ises and conditions co nta ined herein,
and other good and valuable considera tion, the sufficiency of which is here by acknowledged ,
the C ity and Conc essionaire hereby agree to amend the Agreement as follows:
1. AB O VE RECI T ALS.
The above rec itals are tru e and correct and are inco rp orated as part of this Am end ment.
2. M O DIFI CA TION S.
The Agre em ent is hereby m odified (deleted item s stuck- through and inserted item s
unde rli ne d) as fol lows:
(a) E xhibit 2.0 to th e Agreem en t is deleted in its entire ty and replac ed with the attach ed Exhibit
2.-0.
(b} E xhibit 3.2.5.1 to the Agreement is deleted in its entirety and replaced with the attache d
Exhibit 3.2.5.1.
{e) E xh ibit 3.2.1.6.2 t0 the Agre ement is hereby added to the Agreeme nt.
(d) S ub section 3.2.1.6.2 of the Agreement is hereb y deleted in its entirety and replace d as
follows:
3.2.1.6.2 Mi ami -Da de Coun ty Public Sch ool s Stan d ards.
From tim e to tim e, wi th 30 days notice, the City Manager, in the City Manager's sole
discretion, m ay require that all or a portion of the pro ducts sold from any of the vending
m achines described in the am ended Exhibit 2.0 meet th e M iami-Dade County Public
Sc hools {M DCPS) W ellness Policy Standards (MD CPS Standards), attach ed hereto as
Ex hibit 3.2.1.6.2. A current list of the City approved produc ts meeting the MDCPS
Stan dards is attach ed heret o as E xhibit 3.2.5.1. An y chan g e to the appr oved pro duct list,
including any ch ange in the nutritional info rm ation, shall req uire the prior written approval of
the City M anager. The City M anager reserv es th e right to re asonably decline any particular
snack or fo od option, at any tim e; and upon the Concessionaire receiving written notice ,
Conce ssionaire must remove declined food or food item within five (5) days from any or all
food and snack vending m achines, as direc ted by the City Manager.
(e) Subsection 4.2 of-th e Ag reement is hereby modified to read as follows:
4.2 Mi nim um_ G uara ntee (M G ). .
In consideration of th e City executing this Agreement and granting the rights provided in this
Agreem ent, comm encing M ay 1, 2012, and thereafter on May 1st of each year during the
Term of th is A gre em en t, the Con ce ssionai re sh all pay to the City a Mi nim um G uaran teed
(MG) Annual Concession Fee of Twelve Thousand Dollars ($12,000), plus applicable Sales
and Use Taxes (as provided in Section 4.6 herein); said MG shall be subjec t to the annual
incr ease s in Subsec tio ns 4.2.1. and 4.2.2 be low. Effect iye Novembe r 1,_201,_th e_MG shall
be red uce d to Eleven_ Th o usand _Dollars_($11,QQ 0),_ pl us applicab le Sales and Use [axes
(A m ended MG }. The pas t due annual MG payme nt for the curre nt Co ntra ct Year, due May
1,2Q 16, shall be oror a ted for th e portion gf thg Contra ct Year cover ing M ay 1,2016 tg
O ctober 31, 2016. Co rrespondingly, the Amended MG payment shall be prorated for the
porti on of the Contract Year coverin g from Novemb e r 1, 2Q16 to April 30, 2017_Th e
A m ended MG payment shall continue to be due M ay 1st of ea ch Contrac t Year during the
Term and subject to the annual increases in Subsection 4.2.1.
(f) Subs ection 4.2 .2 of the Agreement is hereby deleted in its entirety
2
Page 407 of 1855
(g) Sub s ection 4.2.3 of the Agre eme nt is hereby deleted in its entirety
3. RA TI FI C ATI O N.
Except as am ended herein, all other term s and conditions of the Agreeme nt shall rem ain
unchanged and in full force and effect. In the event there is a confli ct betw ee n the provisions
of this Am endm ent and the Agreeme nt, the provision s of this Am e ndmen t shall govem .
IN WITNESS WHEREOF, the parties he reto have cause d this Am endme nt to be executed
by their appropriate officials, as of the date firs t entered above.
FO R C ITY:
ATT EST:
• 24 a aG E caaa. ci ceri
ATT EST:
Print N am e
cu lc [a
Print Name
D ate
APPROVED AS TO
FOR M & LANGUAGE
& FO E ECUTION ( 1
ls \' - Dot e
F .RHCOSAL L 'ECON\SAL LASSE T E NDINGLEASE DOCUMENT SE T TOU AME NOME NTBE TTOLI 1ST AM EN DME NTAM END MENT
ET TOLLINO 1 2018_11_08_RJG_V.DOCX
3
Page 408 of 1855
E XH I BI T 2.0
Machines
Number of
approved
Snack
Machines
Number of
Approved Ice
Cream
Machines
Number of
Approved
Combo
Machines
17th St. garage Snack 1 ¡ o 50%
City Hal Parki ng Garage + o o 50%
Gty H all lobby 1 4 o 50%
city Hall 3rd floor 1 o o 50%
13th street Garage 4 o o 50%
M iam i Beac h Police Rol l Ca ll 2 1 o 50%
M iam i Beach Police Lobb y 1 o o 50%
South Share Comm. Cr. 1 o o 50%
North Shore Y Snack 2 1 o 100%
North Shere Tennis Snack 1 o o 50%
Scott Ra ko w YC 3080 2 $ o 100%
Scott Rakow YC 3136 1 o o 100%
Flamingo Park Snack 1 4 o 50%
% MDCPS
Approved
Healthy Snacks
by location
• Please note, % MDCPS approved Healthy Snacks apply to Snack Machines not lce Cream Machines
4
Page 409 of 1855
EXHIBIT 3.2.5.1
Approved Healthy food items and prices
Brand Item Price MDCPS
Pochips Sea Sal $1.75 .
Pochips Barbecue $1.75 .
Popchips . ea Salt & Vinegar $1.75
Popchips Sour Cream and Onion $1.75 .
Popchips Cheddar & Sour Crea $1.75 .
Popcorner white Cheddar 51.25 .
'Non GMO coming son $1-50 Kettle $1.25 .
'N o n GMO coming soon $1-50 .
Sweet Spicy Chili $1.25
'Non GMO coming soon $1-50 Jalapeno $1.25 .
'Non GMO coming soon $1-50 Sea Salt $1.25 .
Indiana Popcorn Kettlecorn $1.25 .
Snyder's Pretzel Old Tyme $1.00 .
Kar's Nuts $1.25
.
Mango Pineapple mb
Rice Krispies whole Grain Treat $1.50 .
Cheez it Whole Grain Cheddar $1.00 .
Gold Fish Whole Grain Ch eddar $1.00 .
General m ills Cocoa Puff ar $1.25 .
N ature's Valley .
0at & Haney $1.25
Natur e's Valley Trail mi x ch ewy $1.25 .
Frito Lay's Red uce d Fat 0orits Nacho $1.00 .
Frito Lay's Old Tyme $1.00 .
Frito Lay's Reduced Fat Doritos Sweet Spicy Chili $1.00 .
Fito Lay's Reduced Fat Cheetos Puff $1.00 .
Frito Lav' Reduced Fat Cheetos Hot Puff $1.00 .
Frito Lay's aked Ch@etos $1.00 .
Frito Lay's Baked Cheetos Hot $1.00 .
Frito Lay's a ked lays our Cream & Onion $1.00 .
Frito Lay's Baked Lays BQ $1.00 .
Frito Lay's Baked Ruffles Cheddar Sour Cream $1.00 .
Frito Lay's Fantastix Chili $1.00 .
Frito Lay's Fantastix Hot $1.00 .
• lease note only the items above meet the MCS standard
Other Food ltem Prices
Chigs and Cra ckers $0.80
Candy/Cholate Pastries $1.00
Milk oz $1.00
Milk 16oz $225
ce Cream $1.25
Ice Cream Lare $1.75
I Refriderated Food Items Small $1.50 I I
Refriderated Food items Large $3.50
5
Page 410 0f 1855
N E W
EXHIBIT 3.2.1.6.2
Miami-Dade County Public Schools Wellness Policy Standards
OPERATIONS 8510/page 8, 9, and 10 of 10
Rule on Food and Beverages Sold on Campus and in Vending Machines District-Wide
The District is committed to providing an environment in which all students and staff can
make healthy food choices for lifelong health. As such, the following Rule on Food and
Beverages Sold on Campus and in Vending Machines District-Wide will be implemented for
all sites, for all food sales beginning one (1) hour before the start of the school day and up
until one (I) hour after dismissal of the final class of the day. This rule shall be applicable to
alt food and beverages sold in vending machines twenty-four (24) hours a day.
A. Beverages
All beverages must be non-carbonated and have no added caffeine.
l. Elementary School
a. Plain water.
b. Up to eight (8) ounce servings of milk and 100% juice.
) Fat-free or low-fat regular and flavored milk and nutritionally
equivalent (per USDA) milk alternatives with up to 150
calories/eight (8) ounces.
2) 100% juice with no added sweeteners, up to 120 calories/eight
(8) ounces, and with at least ten percent (10%) of the
recommended daily value of three (3) or more vitamins and
minerals.
2. Middle School
Same as elementary school, except juice and milk may be sold in twelve (12)
ounce servings.
3. High School
a. Pla in water.
b. No- or low-calorie beverages with up to ten (IO) calories/eight (8)
ounces.
c. Up to twelve (I2) ounce servings of milk, 100% juice and certain other
drinks.
l) Fat-free or low-fat regular and flavored milk and nutritionally
equivalent (per USDA) milk alternatives with up to 150
calories/eight (8) ounces.
2) 100% juice with no added sweeteners, up to 120 calories/eight
(8) ounces, and with at least ten percent ( 10%) of the
recommended daily value of three (3) or more vitamins and
minerals.
6
Page 411 of 1855
3) O the r drinks with no more than forty (40) calories/eigh t (8)
ounces.
OPERATIONS 8510/page 8, 9, and 10 of 10
d. At least twenty-five percent (25%) of non-milk beverages must be water
and no more than twenty-five percent (25%) of beverages ma y be no- or
low-calories options.
B. Food and Snacks
All food and snacks sold in school must meet the following:
1. No more than thirty-five percent (35%) of total calories from fat.
2. No more than ten percent (10%) of total calories from saturated
fat.
3. No more than thirty-five percent (35%) added sugar by weight.
4. No added trans fat.
5. Be a "whole grain-rich" product;
6. Be a fruit, vegetable, dairy, protein food; or
7. Be a combination food that contains at least¼ cup of fruit and/or
vegetable.
Appendix A has been edited for formatting purposes and the end of the Appendix A after Section B.7.
was intentionally removed as it is not applicable
7
Page 412 of 1855
Execution Version
COCA-COLA PLZA
A TAN TA, GEORGIA
March 16, 2017
City of Miami Beach
Attention: Ms. Gisela Torres
1700 Convention Center Drive, Fourth Floor
Miami Bcach, Florida 33139
Re: Sale of the Assets of Coca-Cola Refreshments USA, Inc. to Coca-Cola Beverages
Florida, LLC
Dear Ms. Torres:
Reference is hereby made to that certain agreement (the "Agreem ent"), dated March 14,
2012, by and among the City of Miami Beach, Florida (the "City), Coca-Cola Refreshments
USA, Inc. dbl/a Florida Coca-Cola Bottling Company ("CCR") and The Coca-Cola Company,
acting by and through Coca-Cola North America, attached hereto as Exhibit_A.
As you know from our prior communications, CCR has transferred certain of its assets to
Coca-Cola Beverages Florida, LLC ("CCBF"). In connection with such transfer, CCR formally
requests the City's consent to: (i) assign all of CCR's right, title and interest in and to the
Agreement to CCBF, including those rights noted in the Agreement as non-assignable by CCR,
as of February 25, 2017 (he "Assignment Effective Date") and (ii) CCBF's assumption of all of
CCR's obligations and liabilities under the Agreement from and after the Assignment Effective
Date (collectively, the "Assignment"). CCBF hercby accepts the Assignment and furth er
assumes and agrees to perform all of the duties and obligations of the Bottler under the
Agreement, subject to the Agreement's terms, from and after the Assignment Effective Date.
By consenting to the Assignment, the City acknowledges and agrees that the Agreement
shall remain in full force and effect after completion of the Assignment and that there is no
default or breach by any party under the Agreement in connection with, or as a result of, the
Assignment, and the City agrees to release CCR fiom all liabilities and obligations under the
Agreement arising after the completion of the Assignment.
From and after the Assignment Effective Date, all references to the Bottler or "CCR"
under the Agreement shall be construed to refer to CCBF. The address for notices to Sponsor,
as set forth in Section I0 of Attachm ent A to the Agreement shall be as follows:
Coca-Cola Beverages Florida, LLC
IO117 Princess Palm Avenue, Suite 400
Tampa, Florida 33610
Attention: Thomas Benford, Executive Vice President
tbenford@coccolaforida.com
Classihvd - Confidential
Page 413 of 1855
Wi th a copy to:
Deborah Pond, Vice President and General Counsel
dpond@cocacolaflorida.com
at the address above
We would greatly appreciate that you indicate your consent by countersigning in the
space below.
[Signature page follows]
Page 414 of 1855
Execution Version
Sincerely,
THE COCA-COLA COMPANY, ACTING BY AND
THROUGH COCA-COLA NORTH AMERICA
p.4.-- sy. 11. ams. JA.M. Douglas. Jr.
Title: president, Coca-Cola North America
Date: March 16, 2017
COCA-COLA REFRESHMENTS USA, INC. D/BA
FLORIDA COCA-COLA BOTTLING COMPANY
»gpr2?-
Nam e:JA.M. Douglas, Jr.
[, resent, coca cala Norn America
March 16, 2017
COCA-COLA BEVERAGES FLORIDA, LLC
).·' Be 'it 1-, --
Name: •
Title: 1.. •
Date: 3 ..•
3¢
Name:
Tile:
Date:
APP ROVED AS TO
FOR M & LAN GUAGE
4 FOR EXECUTION
Signature Page to City of Mlam! Beach Consent Letter
Page 415 of 1855
M ar ch 14 , 20 12
M ayor M atti H err era B ow er
Ma yor of City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33138
Dear Mayor:.
This letter confirms the agreement made by and among the City of Mlari Beach, Florida ("City"),
Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company ("Bottler") and Coca-Cola North
America, a division of The Coca-Cola Company ("Company", and collectively wi th Bottler, "Sponsor"), which
sets forth certain exclusive rights granted to Bottler by City, as set forth in the Term Sheet and Exhibits attached
thereto, all of which are attached hereto as Attachment A.
1. Term Sheet and Definitive Agreement
The Term Sheet and Exhibits attached thereto are hereby incorporated herein in their entirety. This letter and the
Term Sheet, together with any other attachments referenced in either, will constitute a legally binding agreement
(the "Agreement") when this letter is signed by all parties in the spaces provided below. All capitalized terms not
defined in this letter shall have the meanings assigned to them in the Term Sheet. This letter shall prevail in the
event of any conflict between the provisions of this letter and the Term Sheet.
2. Advertising Rights
(a) City agrees that Bottler's advertising shall be positioned at all times in such a manner that the
advertising message is in no way obscure d (electronically or otherwise) and is clearly visible to the general public.
The Products shall be prominently listed on any menu boards located at the Facilities and all Equipment (as such
term is defined herein) dispensing Products shall be prominently identified with the appropriate trademarks/logos.
(b) City further agrees that all Products will be dispensed in Sponsor's Equipment and that no other
trademarked, equipment, coolers or containers will be permitted.
3. Product Rights
(a) City shall purchase or shall cause its Concessionaires to purchase, all Products, (and cups, lids and
carbon dioxide, if applicable) directly from Bottler.
(b) City hereby gran ts to Bottler the exclusive Beverage rights at the Facilities, except as may be
otherwise provided for in this Agreement and Exhibits.
(c)' If City contracts a concessionaire, City will cause conc essionaire to purchase from Bottler all
requirements for Beverages (and cups, lids and carbon dioxide, if applicable). Such purchases will be made at
prices and an terms set forth in Bottler's existing agreement with concessionaire, if any. If no agreement exists
between concessionaire and Bottler, such purchases will be made at prices ánd on terms set forth in this
Agreement. City acknowledges that there will be no duplication of allowances, funding or benefits (including
pricing) to City or concessionaire if concessionaire has an existing agreement with Bottler.
l
4. Equipment and Service
(a) Bottler Equipment and Service: During the Term, Bottler will loan to City, pursuant to the terms of
Bottler's equipment placement agreements, at no cost, that Beverage vending equipment reasonably required and as
mutual ly agreed upon to dispen se Products at the Facilities ("Bot tler Equipment"). In addition, Bottler will provide
at no charge regul ar me chani cal repair reasonably needed for Bottl er Equip ment, as furth er outlined in Exhibit 7 to
the Term Sheet. Prior to Bottler's instal lation of Botler's Equi pment at a particular Facility, tbe City shall provide
Bottler wi th written confirmati on that it has co.ducted an inspecti on of the electrical service at such Fac ility and
that, based on such inspection, the Ci ty finds that the electrical service at the Facility is proper and adeq uate for
inst allati on of Bottl er's Equipment. Notwit hstan ding the preced ing, if at any time follo wi ng Bottler's install ation of
Bottler's Equipm ent at a Facility, Bottler's Equipment is damage d s the direc t res ult of defect ive elect rical serv ice
at the Facility, then the City will reimburse Bottler for the cost of rep air or replacement, as the case may be, of
Bottler's Equipment, pursuant to the filing of a claim with the City's self-insurance fund. Notwithstanding the
preceding, the City shall not be resp onsi ble nor liable to Bottler under this sub secti on for any dam ages to Bottler's
Equipm ent which is not caused as a direct result of defective eiectrical service at a Facility (including, without
[imitation, any damage to Bottler's Eq uipm ent which is cased due to the negligence or misconduct of Bottler's
em ployees , co ntract ors, and/or agents, or from any other cause or act other than fau lty elect rical service).
(b ) Fountain Equipment and Service: During the Term, Company will loan to City, pursuant to the
terms of Company's equip ment placem ent agreement, at no cost, that Fountain Beverage dispensing equipment
reas onably required and as mutually agreed upon to dispense a quality fountai n Beverages at the Facilities
("Fountain Equipment)collectively, Bottler Equipment and Fountain Equipment are called "Equipment"), No
ice makers or water filters will be provided. AI! Fountain Equipment provided by Company will at all times
remain the property of Company and is subject Company's equipment agreement, but to lease payment will be
charge d. To the extent that Fount ain Equipment loaned from Comp any under this Agreem ent is located er
Facilities that are owned, controlled or manag ed by a concessionaire of City or other persons not party to this
Agreem ent, City will include provisions in its agreem ent s with such conces sionaires that recogni ze that the
Fountain Equipment is owed by Company and that obligates the concessionaires to honor the terms and
conditions such equi pment agre ement.
Com pany (or Bottler) will provide at no charge regu lar mechanical repair reason abl y needed for Fountai n
Equipment. Any rem oval, rem odel, relocation or reinstallation .of dispensing equipment, flavor changes,
summ erize/winterize, line changes, or service necess itated by damag e or adj ust ments to the equipm ent resulting
from misuse, abuse, failure to follo w operating instructions, service by una uthorized personnel, unne cessary call s
(equipment was not plugged in, CO or fountain syrup container was empty), or calls that are not the result of
mechanical failure (collectively "Special Service Calls"), are not considered regular service and will not be
provided free of charge . Charges for Special Service Calls will be char ged at Company's (or Bottler's) then
curre nt rate an d will be invoiced on a semi -ann ual basis. Charges wil l include labor, travel time, parts, and
adm ini strati ve costs.
5. Comp etitive Products Prohibit ed.
(a) City agrees that it will not knowingly permi t any Com petitive Prod ucts to be sold, distributed,
serv ed, sam pled, marketed, advertised, or prom oted in an y manner at the Faci lities, or in assoc iation with City, the
Facilities or the City trademarks, during the Tern, except as outlined in this Agreem ent .
(b ) City agrees that City will not grant any rights, or ent er into an y contrac tual or other relationship,
wh ereb y City, the Faci lities, and/or the City trademark s will be, or have the potential to be, associated in any
manner , with any Compe titive Pr oducts, except as outlined in this Agreem ent and the Term Sh eet.
2
. .- _.►..• Page a17 Gr1Te55
(c) If City lears of any-Competitive-Products being marketed; advertised; or promoted in any manner
which implies an association with City, Facilities or City trademarks (hereinafter referred to as "Ambush
Marketing"), City will promptly notify Botler in writing of the Ambush Marketing; and also will promptly use its
efforts, and cooperate in good faith with Bottler, to prevent or stop such Ambush Marketing in order to protect the
exclusive associational rights grant ed to Bottler under this Agreement.
(d) Special Promotional Evens Exception. See Exhibit 8.
(e) The City will provide Bottler with no less than thirty (30) calendar days prior written notice of each
event which it intends to designate as a Special Promotional Event.
(f) The private, personal consumption of Competitive Products by athletes, coaching staff, musicians,
actors, comedians, or other entertainment personalities appearing and performing at the Facility is allowed and will
not be considered a Special Promotional Event. City shall use efforts to ensure such consumption is limited to
private areas and may not be permitted in any area of the Facility to which the public or any member of the print or
electronic media has legal access. '
(g) Product availability at Facilities for private events. A private event at a Facility shall mean the use
of a Facility, either through the rental of the Facility or through the issuance of a City-approved Special Event
Permit, by a person(s) or business entity (ies) (ie. such as a corporation) which is not open or accessible to the
general public either free or via a purchased ticket. For example purposes only, private events may include, but not
be limited, to the following: weddings, bar mitzvah/bat mitzvah and corporate events. Product availability and
exclusivity at private events shall be handled as follows: Only Products will be sold, distributed, sampled or
otherwise served at Facilities at any time. Notwithstanding the foregoing, Competitive Products may be distributed
at no cost by the user of the Facility for private events, provided that Products will continue to be the only Products
sold, distributed, sampled, or otherwise served by Facilities concession operations.
(h) Product availability at Facilities as it relates to charitable events (including, events produced by
not-for-profit entities with valid tax exemption from the IRS) at Facilities or at City-Permitted Special Events (e.g,
Relay for Life, Aids Walk, American Cancer Society), shall be handled as follows: Only Products will be sold,
distributed, sampled or otherwise served at Facilities at any time. Notwithstanding the foregoing, Competitive
Products may be distributed at no cost by the charitable organization using the Facility provided that Products
will continue to be the only Products sold, distributed, sampled, or otherwise served by Facilities concession
operations and that Bottler had opportunity to supply Products for the charitable event and declined.
6. Consideration,
(a) Picing. Pricing (including price increases) will be implemented as outlined in the Term Sheet.
(b) Credit Card Readers and Funding. Bottler and City will mutually agree to install credit card
readers in select Beverage dispensers, which are identified as high traffic locations. Bottler will pay for the credit
card readers in an aggregate amount of not to exceed Ten Thousand Dollars ($10,000). This funding will be
earned over the Term of the Agreement City shall have no responsibility to fund any overage for payment of the
credit card readers should they exceed Ten Thousand Dollars ($10,000). Bottler shall be responsible for all
maintenance and repair of the credit card readers. Upon termination or expiration of the Agreement, City shall
return all credit card readers to Battler.
7. Tademarks;_Approvals.
(a) City acknowledges that The Coca-Cola Company is the owner of all right and title in the trademarks "Coca-
Cola", "Diet Coke", "Sprite", "DASANT', "Minute Maid", "POWERADE", "Fanta" "vitamin water" "Full Throttle",
"NOS" and other trademarks of The Coca-Cola Company, end it acquires no rights whatsoever in these trademarks
3
Page 418 of 1855
- ..._by.virtue of this Agreement. City agrees to submit ail proposed uses of The Coca-Cola Company m1arks to Spo5or
for aproval prior to use, bur such approval shall not be unreasonably withheid.
(b) Boler acknowledges that City is the owner of all right and title in the service mark "MiamBeach" and that
Bortle: acquires no rights whatsoever in the service nark by virtue of this Agreement Bottler shall have the right to
use the City's service mark during the Temm in connection with its marketing activities at the Facilities. Bott!er
agrees to submit all proposed uses of City's service marks to City for approval pzior to use, but such approval shall
not be urrcasonably withheld.
8. Ter.ninafjr
(a) Notwithstanding the other provisions of this Agreement, if any federal, state or local law, rule,
regulation or order prohibits, restricts or in any manner interferes with the sale or advertising of Beverages at any
time during the Temm of this Agreement, and the City fails to cure such breach within thirty (30) days following
written notice of same from Bottler then, at its option, Bottler may terminate this Agreement and City shall (i)
return any Equipment, and (úi) pay to Bottler the unearned portion of pre-paid Sponsorship Fees for the Agreement
Year in which the termination occurs (pro-rated through the date of termination), if any, as well as any other upfront
funding deemed earned over the Term, if any, prorated through the date of termination.
(b) City represents and warrants that it has full right and authority to erter into this Agreement and to
grant and convey to Bottler the rights set forth herein. In the event of expiration or revocation of such authority, and
if the City fails to cure such breach within thirty (30) days following revocation of full right and authority, then at its
option, Bottler may terminate this Agreement, and City shal! (¿) return any Equipment; and (ii) pay to Bottler the
unearned portion of pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs (pro-rated
through the date of termination), if any, as well as any other upfront funding deemed earned over the Term, if any,
pro-rated through the date of termination..
(c) It Bottler breaches any of its material obligations under this Agreement, and fails to cure such
breach within thirty (30) days following written notice of same from the City, then City may terminate this
Agreement and Bottler sha!l remove all Equipment from the Facilities, and the City shall be entitled to retain the
earned portion of any pre-paid Sponsorship Fees for the Agreement Year in which the termination occurs (pro-rated
through the date of termination),if any; other upfront funding deemed eamed over the Term, if any, prorated through
the date of termination; and any fees or payments due for the Agreement year in which the termination occurs, such
as commission fees, if any.
(d) Notwithstanding the above, nothing in this section shail operate to restrict any other remedies that
either party may have against the other in the event of a material breach by a defaulting party.
9. Insurance
The Bottler acknowledges that the City is self-insured, as provided in Attachment B to this Agreemert,
Bottler shall, at its sole cost and expense, obtain, provide and maintain, during the Term, the following types and
amounts of insurance, which shall be maintained with insurers licensed to sell insurance in the State of Florida
and have a B+ VI or higher rating in the latest edition of AM Best's Insurance Guide:
1) Commercial General Liability. A policy including, but not limited to, commercial general liability,
including bodily injury, personal injury, property damage. in the amount of $1.000,000 per occurrence.
Coverage shai! be provided on an occurrence basis.
4
. . ... - ·---· ·-· .. ·····--· ----·--,·-··•-· ---· · --··--·---P-age 419 01 r 855 -- · ···· ·· · -----.-
2) Workers' Compensation per- the-statut ory limits of the State of Florida and Erp@yens Liability
Ins uran ce.
3) Automobile Liability - $1,000,000 combined single limit for all owned/non-owned/hired automobiles.
Said policies of insurance shall be primary for Sponsor/Bottler's negligence only to and contributing with any
other insurance maintained by Bottler or City, and all shall name City of Miami Beach, Florida as an additional
insured on the commercial general liability and automobile liability policies. Sponsor shall provide thirty (30)
days written notice to City prior to policy cancellation.
Bottler shall file and maintain certificates of the above insurance policies with the City's Risk Management
Department showing said policies to be in full force and effect at all time s during the Term.
10. Notices
Any notice or other communication under this Agreement must be in writing and must be sent by registered mail
or by an overnight courier service (such as Federal Express) that provides a confirming receipt. A copy of the
notice must be sent by fax when the notice is sent by mail or courier. Notice is considered duly given when it is
properly addressed and deposited (postage prepaid) in the mail or delivered to the courier. Unless otherwise
designated by the parties, notice must be sent to the following addresses:
(A) Notice to Sponsor.
Coca-Cola Refreshments USA, Inc. d/b/a Florida Coca-Cola Bottling Company
3350 Pembroke Road
Hollywood, Florida 33021
Attention: V.P, Market Upit, South Florida
Fax: 954-986-3173
Ticket Addres see: V,P. Market Unit, South Florida
Fex: 954-986-3173
With copy to: Coca-Cola Refreshments USA, Irc.
2500 Windy Ridge Pkwy
Atlanta, Georgia 30339
Attention: Generaí Counsel
(B) Notice to City.
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33138
Attention: Hilda Fernandez
Fax: 3055673-7782
11. Governing Law
This Agreement and any dispute arising out of or relating to this Agreement shall be govered by and
construed in accordance with the laws of the State of Florida, without reference to its conflict of law rules.
12 Compliance with Law
5
..Perge 420 of 1655"- t -7e 9.r-'- r .
Eac h of th e parties her e to agr ee s that it wttt, t its performance of its obligations hereunder, fully comply
with all applicable laws, regulations and ordinances of all relevant authorities and shall obtain all licenses,
registrations or other approvals required in order to fully perform its obligations hereunder.
13. Retention of Rights
No party shall obtain, by this Agreement, any right, title or interest in the trademarks of the othe r, nor shall
this Agreement give any party the right to use, refer to, or incorporate in marketing or other materials the name,
logos, trademarks, service marks or copyrights of the other, except as may be expressly provided and authorized
herein.
14. Jury_ Waiver
EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER
LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR
LEGAL PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.
15. Entire Agreement
This Agreement and its exhibits contains the entire agreement between the parties with respect to the subject
matter hereof. This Agreement may not be assigned without the prior written consent of all parties; provided,
however, that Bottler may assign this Agreement in connection with its reorganization or the sale of all or
substantially all of its assets. All amendments to or waivers of this Agreement must be in writing signed by all tbe
parties.
The Coca-Cola Company, acting by and through
its Coca-Cola No,lh Am~
lean4
Pint Naue. 5ggonngzeldarf-
mu.. » VU2,Sadlus fain Sales
3/2/2
Coca-Cola Refreshments USA, Inc. d/b/a Florida
Coca-Cola Bottling Company • fut
Pint Name: S4¿y_[@Sy/r±
ne. &Go! CNNTto
CORP
City of Miami Bea
0
ch rJJJ
patti.l kué/
acce []atti ±. bower
mac [ayor
3h»/2
APPROVED AS TO
UAG
UTON
Date
I
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s
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¡ " A,g IF$I,,,in,".:-,€2?us7 p t
! ATTEST 6
Page 4210r 13655
----------·····--------····----
Attachment A
TERM SHEET
EXCLUSIVE NON-AL COHOLIC BE VERA GE AGRE EMENT
CITY OF MIAMI BEACH AND COCA-COLA RE FRESHMENTS USA, INC.
and COCA-COLA NORTH AMERICA, A DIVISION OF THE COCA-COLA
COMPANY
1. DEFINITIONS:
Bottler Coca-Cola Refreshments USA, Inc. d/b/a
Coca-Cola Bottling Company
Compa ny. Coca -Cola North Am erica, a division of
The Coca-Cola Comp an y
Florida I
I
!
;
Spon so r. Collectively, "3ottier" and "Comp any'
City; City of Miami Beach
Agreem ent: Exclusive Non -Alcoholic Beverage Agreemen t
Facilities;_ Includes the following Miami Beach property,
including any land, building, structures and/or other facilities
thereon: Miami Beach Golf Club; the Norm andy Shores Golf
Club; The Fillmore Miami Beach at the Jackie Gleason
Theater (up on the expiration of the current managemen t
agreemen t); the Miami Beach Convention Center; all currently
existing City of Miami Beach owned parks and recreational
facilities; all currently existing City of Miami Beach owned ,
public parki ng garages whi ch are either directly operated by ¡
the City, through its Parking System , or by a third party who , !
pursuant to a management or conce ssion agree ment with the
City, is contractually authorized to operate and manage such
garage on behalf of the ·City; all currently existing public
beachfront conce ssions which are either directly operated by
the City or by a third party who, pursuant to a con cession or
man agem ent agreement with the City, is contractually
authorized to operate and manage such concession on beh alf
of the City; and any additional future Facilities or expan sion of
existing or future Facilities, including but not limited to, the
concession facilities at 21"and 46" street and at South Pointe
Park and the Miami Beach Convention Center facility
exp ansion , except as may be otherwise be excluded in the ;
Agreement. !
Beverage: all non-alcoholic beverage~_2Lany kind including bJ~--
pr od u ct s; téa products; concentrated±
en er g y drin ks, including those in sm all ser vi ngs; pro tein-
enhanced dairy bever a ges; frozen drinks (e.g. ICEE) and
sm oothie s made from concentra te; and the pre -mi x and/or
post-mix syrups used to prepare fountain Beverages.
Beverage" or "Beverages" shall not in cl ude dairy prod ucts
except as noted above (e.g. milk, yogurt, ice cream), water
drawn from the public water supp ly, or unbranded juice
squeezed fresh at th e Facilitie s.
Products; Beverage products purchased directly from Bottler,
or wi th written Bottler ap pr o val from, or Bottler's authorized
, distributor, or sold through vending machines owned and
stoc ked exclusively by Bottler.
C om p et itiv e Products: Beverages which are not Products.
2. AGREEMENT TERM:
{The Term shall begin January 1, 2012 and will continue until
December 31, 2021 (the Tem"). When used in this Term
Sheet, the term "Agreement Year" means each consecutive
tw elv e-m on th pe riod during th e Temm , beginning with th e firs t
day of th e Term .
3. EFFECTIVE D A TE:
4. EXPIRATION DATE:
January 1, 2012 -----------------
Decemb e r 31, 2021 as to al! Facilitie s
5. SPONSORSHIP FEE:
$3,725,000 for the Term of the Agreement. t
• First insta llm en t of $800,000 (incl udes sp on sorship fee for
Agreemen t Y ear One and signing bonus) will be paid wi thi n
sixty (60) da ys of execution of th e A greem en t by all parties.
Th e portion pertaining to the signing bonus ($475,000) will
be deemed earned over the Term and the portion
pertaining to the sponsorship fee for the A gree m ent Year
· One ($325,000) shal be deem ed earned evenly on a
mon thly basis during the first Agreemen t Year.
• $325,000 due each Agreement Year thereafter during the
Term of the Agreement, due upon the anniversary date of
the Agreement and will be deemed earned over the
Agreement Year. (Subject to purchase of a minimum of
22,500 cases of bottles/cans per year.)
6. COMMISSIONS:
Commissions to be paid quarterly in arrears by Bottler to City
based upon cash collected less taxes and as per the
Commission Rate Structure accordin g to Bottler's sales
reco rds. (Exhibit 1)
j 7. COMMUNITY:
! SUPPORT/ Bottler will provide City with a total of $17,500 in cash for the
2
Page 423 of 1855 "
---··. ---·. -- .... -,-· --~~c~/N-îA ~--
Bottler shall provide City, upon City's request, with up to 450 ]
} standard physical cases of complimen tary Product (12 ounce
l !CSD cans and/or DASANI 12 ounce bottles) per Agreement
[ year for a Product bank to be used by the City. If City does not
request complimentary Product by the end of each year, any
remaining compl imentar y Product shall be retained by otter
with no further obligation to Account. Bottler will provide
complimentar Product donation renort union Account's reruuest.
urcha se of-equipment or other products (rut@ally agreed }-
upon) '
8. ADVERTISING &
SPONSORSHIP: Bottler has the exclusive right to advertise Products () at the
Facilities and (ii) in connection with the Facilities. No
permanent or temporary advertising, signage or trademark
visibility for Competitive Products are permitted anywhere at the i
Facilities, except as permitted pursuant to the Agreement. I
Advertising rights are further delineated in Exhibit 2. Bottler has
the exclusive right to advertise the Products as the "Official or
"Exclusive" soft drink, sports drink, dairy-based protein drink,
water, tea, energy drink, and/or juice or juice drink, etc. of the
Facilities, of the City of Miami Beach and of South Beach.
Bottler will be the exclusive advertise r of Products associated
with the Facilities.
9. PRODUCT RIGHTS:
Bottler has the exclusive right to sell or distribute Products at
the Facilitles. No Competitive Products may be sold, disp ensed,
sampled or served anyw here at the Facilities, or on the City's
public rights-of-wa ys, except as may otherwise be provided for
in this Aareement.
1 O. EXCEPTIONS:
Except for those Facilities specifically enumerated in Section
1., "Facilities" shall NOT include any City of Miami Beach
property (including any City-owned land, buildings, structures,
and/or other facilities thereon) which as of the Effective
Date-i s used, occupied, controlled , and/or ma naged and
ope rated by a third party (or parties) pursuant to any of the
following agree ments between the City and such third
party(ies): (i) lease agreement; (ii) concession agreemen t; (iii)
operation and management agreement; (iv) development
agreement; (v) easement agreement; (vl) license and/or use
agreement; (vii) revocable permit:; and/or (viii) any other written
instrument between the City and such third party(ies) which
establishes a contractual right on behalf of such third
party(ies) for the use and/or occupancy of City property. This
shall include, but not be limited to, any City property occupied
by a tenant through a lease or rental agreem ent (including.
without limitation, leases or rental agreements for office,
3
····---··--.·. ··--···-~-····---page424·0rms-- -
-±--- retail, andtor commercial uses(s) in City-owned Buildings), "--
any City pro perty managed an d op erated, and/or otherwi se
used, by a third party(ies) pursuant to a management
agreement or concession agreement; private uplan d owner
beachfront concessions which are issued a permit by the City
(and wn ich are neith er operated dire ctly by the City , nor by a
third party on behalf of and pursuant to a contract with the
City); sidewalk cafes which are issued a permit to operated
pursuant to the City's Sidewalk Café Ordinance, as may be
amended from time to tim e; "public-private" projects ¡
developed and constructed pursuant to a Development '
Agre em ent (purs uant to the requiremen ts of the Florida Local
Government Development Agreement Act under Chapter 163,
Florida Statutes); any hotel or retail development related to the
expansion of the Miam i Beach Con ven tion Center that is not
managed as part of the Convention Center operations (e.g.
adjacent comm ercial retail, hotel, etc.); public bus sh elter
advertising managed by a third party under contract wi th the
City ; and advertising permitted pursuant to the City's current
agreement for the public bike-share con ce ssion.
Notwithstanding th e preceding, the City will: i) make
reasonable good faith efforts to meet with the bike-share
concessionaire and negotiate an amendment to the existing
bike-share con cession agreement, which must also be subject
to agreement by the bike-share con cession aire, to prohibit the
! bike-share conce ssion aire from advertising Competitive
Products; ii) if City renews the bike-share concession
agreement with the bike-share con ce ssion aire, then, as a
condition to such renewal, the City Manager will recommend
that such renewal be conditioned that such renewal include a
term prohibiting the bike-share concessionaire from
advertising Competitive Products; and iii) no advertising of
Com petitive Products sh all be permitted on bike-share station
kiosks during the Term should the City , after the Effective
Date, approve advertising for place m en t on bike-share kiosk s.
Should the City enter into any new bike-share agreem e nts
during the Term , no advertising of Com pe titive Products shall
be permitted on the bicycles used for that bike-share
agree m en t(s).
Further, for the following locations which are under a pre-
existing concession and/or use agreement (i.e. in effect prior
to the Effective Date of the Agreement) with a Competitive
Products supplier, those Facilities will come under this
Agreement after such Competitive Products agre em ent is
I terminated or expires, or until such time as the concession or
use agreem ent with the City for those Facilities is term inated, ] l=LODI?S OL.ls S!JC!lg any renewal_provisions_ Th e_current_y
4
list of such facilities; and their expiration dates, are as follows.
1) 21 street/46" Street Beachfron t Concession/Tim
Wilcox. Inc. - 11/30/2012
2) South Pointe Park Concession/Bliss berry -- 11/30/2012
3) Normandy Isle Pool Concession Stand/E. Gomez -
11/09/2011
City agrees that it will not knowingly permit any Competitive {
Products to be sold, distributed, served, sampled, marketed, ¡
advertised or promoted at the Facilities, or in association with [
City, except, and as further explained, in Exhibit 8: I
• Third party exhibitor set ups at Facilities or during City-
Perm itted Special Even ts in accordance wi th the City's
Special Event Permit Guidelines, as same may be
amended from time to time.
• Charitable events at Facilities or at City-Permitted Special
Events where Competitive Product are donated to the
charitable event;
• Availability at City-Permitted Special Events only within
Sp ecial Event Permi t Area (as such term is defined in the
City's Special Event Permit Guidelines, as same may be
amended from time to time).
• Up to four (4) sponsorship events at the Miami Beach Golf
Club, and up to four (4) sponsorship events at the ,
Normandy Shores Golf Club each Agreemen t year;
• up to three (3) sponsorship events at the Miami Beach
Convention Center each Agreement Year (the number
limitation for the sponsorship events at the Miami Beach
Convention Center is subject to a review after three (3)
Agreement Years)
• a mutually agreed upon number of sponsorship events at
the Fillmore Miami Beach at the Jackie Gleason Theater
(upon expiration of the existing management agreement);
and
• up to four (4) City-issued Special Event Permits for a "City
Approved Major Sponsorship Public Event', each
Agreement Year, which includes an event sponsored by a
manufacturer, distributor, or marketer of Competitive
Products under a master sponsorship agreemen t with the
owner or operator of the sponsorship event; an event
conducted on a national or regional multi-market basis;
and/or an event where a competitor is the presenting, title
or other primary sponsor of the event. The number
limitation for City-Issued Special Events is subject to a
review after three (3, A reement Years.
hez -e..car%ata rrtp .7£7ar.".7prr et.ralee rorro"o,arel .
J
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5
------ "T~je 42 of T5 - --
-
} Whenever possible, C ity will m ak e reasonable good faith
efforts to encourage third party user s of th e G olf Cours es and
Conventi on Center, and Special Event organizers , to use ,
I
, B ottler's Products fo r th eir non -alcoh olic beverage needs.
Since th ird party organizers w ho apply for Speci al Event
! Permits will be permitted to sell only Bottler's Products. City
i will amend City's Sp e cial Even ts Permit Application and City
wi ll provid e S p o nsor co ntact inf or m a ti on th rough th e Ci ty's '
... „Special Events Perit Application process.
}11.MARKETING
PROGAM:
I
i
Bottler agrees to provide Acc ount with annual in-kind
m ark etin g support fund with an approximate retail valu e of
Tw o H undred Th ousand Five Hund red Dollars ($200,500) as
furth er delin eated in Exhibit 3.
¡ 12. RECYCLING
1 PARTNER:
I
B ottler shall be designated th e offi cial "Recycling Partn er " of
¡A ccount. in con sideratio n of th is desig natio n, Bottler shal l
} provide, at their cost , the servi ces/pro ducts del in eated in
• Exhibit 4, wi th a mi nim um total val ue of $15,000, and up to ¡ $25,000 over th e enti re Term
13.VENDING
PROGRAM/OTHER
EQUIPMENT
} City agrees that Bottler sha ll pla ce a mi nim um of sixty-five (65)'
' Product vending m achine s in m utually agreed upon location s
at th e Facilities, and Bo ttler will loan to City at no co st,
Beverage dispensing equipmen t as re ason abl y required and as
m utually agree d upon to disp en se Product s at th e Facilities,
and in acc ord ance with Exhibit 5.
14.CITY SUPPORT:
In consideration of the partnership, City gra nts to Bottl er:
Tw enty -six (26) round s of golf each Agreement Year (max of
eig ht duri ng pe a k sea so n ; no more than tw elve at M iami
Beach G olf Cours e; benefit doe s not roll over ), a m inim um of
four (4) fre e tick et s to at least six (6) tick et e d even ts at
Facilities each A greem en t Y ear, subject to availa bility (e.g. Art
Basel Miami Beach, Auto Show, South Beach Comedy
Festival at th e Fillm ore, etc.). Additional tick ets will be
provided as available. Benefit does not roll over .
15.PRICING:
Bottle/Can Pricing: City is enti tled to purch ase bottl e/can
P rod ucts from Bottler in accor d ance with th e price sch edule ;
set forth in Exhibit 6; prices sh all rem ain in effect until July 31,[
2012. There after , such price s will be subj ect to an ann ual '
increase of no m ore than four percent (4%) over the previous
A greem ent Y ear's price.
Fountai n Products or G eorgia C offee Pricing Bottler wi ll sell
fountain Product s to Ci t at the Natio nal A ccount prices, as
6
Page 427 0f 1855
-------i a nn ounce d by the otter in Jan uary of sack year. Georgia
! C off ee pricing sh all be provided quart er ly based on commo dity
m a rk et s .
I
I
FiG.TERMINATION:
P urcha sing: A ll P rod uct shall be purcha sed directly from
Bottler, excep t for th ose Prod uct s that Bottl e r iden tifies can be
urchased from an authorized C oca-C ola distributor.
I If City breaches any of its material obligations set fo rt h in th is
Agreeme nt, and fails to cure such breach wi th in thi rt y (3) days i
following written notice of same from Bottler, then, Bottler may ¡
terminate this Agre em ent, and Ci ty shall (I) return an y
Equipm ent, and (ii) pay to Bottl er the unear n ed portion of any i
pre-p aid Sponsorship Fees for the Agreem ent Year in wh ich the ]
term ination occurs (pro-rated through the date of termination). '
If Bottler breaches any of its material obligation s set forth in this [
Agreemen t, and fails to cure such breach within th irty (30) days
follo wing wri tten notice of same from City , then, City may
term in ate this Agreeme nt, and Bottl er shall (i) rem ove any
Equipm ent, an d (ii) pay to City th e earned portion of an y pre-
paid Sponsorship Fee s or other fees or payments due for th e
Agree ment yea r in w hich the termi nation occurs (pro-rated
through the date of termination).
City sh al l not be in default in th e even t of an y claim filed in
relat ion to C ity's re stricti on on C om p e titiv e Product sam pling;
provided , howe ver, th e Bottler sh a ll have th e followi ng
rem ed ie s; 1) ability to re negotiate fin an ci al term s, as
approp riate, within a specified time (e.g . 90 days); or, 2) failing
to negotiate terms acce ptable to both part ies w ithin specified
time , B ottle r ma y termin ate th e A gr e em en t , and City shall ()
re turn any E quipm en t, and (ii) pay to Bottl er th e unearned
, portion of any pre-paid Sponsorship Fees for th e Agreem e nt
} Y ear in which the term ination occurs (pro-rated thro ugh the date
'o f termi n ation). N othing in this section shall oper at e to restrict
either party's other rem edie s in th e event of a m at erial breach
by the other.
17.MAINTENANCE &
SERVICE: Bottler agrees to provide reasonable service and maintenance
for the equipment during the Term . C ity shall allow Bottler to
enter its premi ses for th e purpose of insp ection or
performance of such maintenance and repair, or necessary
replace m ent or return of the equipment. B ottler and City will
establi sh a m utual ly ag reed upon refund bank and custom er
service program, as delineated in Exh i bi t 7.
+ 18.REPORTSIAUDITING: '
l [B o ttl er wi ll provide an annual business review report within 90
7
Page 428 of 1855
◄·' t
1
Commission reports will be provided monthly. The format of
such reports shall be mutually agreed upon. City has the right
to audit/inspect account statements with reasonable prior
notice to Bottler and during normal business hours. If City
requests an audit, City agrees to pay for such audit. Account
records must be retained for a minimum of two (2) Agreement
Years after the payment of the annual Sponsorship Fee is
paid, in addition to the current Agreement Year of the Term,
and for two (2) Agreement Years following expiration or
termination of the Atreemenf.
8
Exhib it 4 to Terr Sheet
çQMAAISSIONS
Workplace Facilities (City Hall, Police Station, and other City Facilities):
Product Vend Price Commission Rate
20 oz. PET carbonated/NESTEA
20 oz. PET Minute Maid®
20 oz. PET DA SANI
300 ml PET DASANI
20 oz PET POWERADE@
20 oz, PET vtamlrwater
16 oz. cans Energy Beverages
16.5 oz. PET FUZE
15.2 0z. PET Minute Maid@ Juices to Go
$1.25
$1.25
$1.25
$0.75
$1.50
$1.75
$2.00
$2.00
$1.50
30%
30%
30%
30%
30%
15%
30%
15%
15%
All other public locations (such as South Beach):
Product
20 02 PET carbonated/NESTEAD
20 oz. PET Minute Maid®
20 oz. PET DASANID
300 ml PET DASANI
20 oz. PET POWERADE®
20 oz. PET vitaminwater@
16 oz. cans Energy Beverages
16.5 oz PET FUZE
15.2 0z. PET Minute Maid@ Juices to Go
Vend Price
$1.50
$1.50
$1.50
$1.00
$1.75
$2.00
$2.25
$2.25
$1.75
Commission Rate
30%
30%
30%
30%
30%
15%
30%
15%
15%
In Agreem ent Years Four and Seven, the Vend Prices will increase by twenty-five cents for each
Product listed above. For example, in Agreement Year Four, 300ml. DASAN! will increase to $1.00
Vend Price and then in Agreement Year Seven, 300ml. DASANI will increase an additional twenty-
five cents to $1.25. The Com mission Rates will not change during the Term of this Agreement.
There are two vend rates (one for workplace and one for public locations) that will be outlined in the
final formal agreement between the parties, but note that commission rates will remain the same.
Commissions are paid based upon cash collected after deducting taxes, deposits, recycling fees,
other handling fees, communication charges and credit and debit card fees, f any. Comm issions
shall not be payable on any sales from vending machines not filled or serviced exclusively by
Bottler. Bottler may adjust the vend prices and/or commission rates as necessary to reflect
changes in its costs, including cost of goods, upon prior written notice and approval by City.
Commissions will be paid each month following the month in which they are earned, with an
accounting of all sales and monies in a form reasonably satisfactory to the City, and shall become
immedi ate property of City.
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Page 430 of 1855
--·-····--····---------·-··- .. -·--··-····- .... ----E xhibit-l--to-+ef m.$heet--. --·--·· --···---········ ········ ···-··-·-··-···-··--·-····-··
ADVERTISING RIGHTS
(Except as ot herwi se noted , th e fol lo win g rights m ay not be transferred or assig ned by Bottl er )
1. Recognition of Bottl er as th e "O ffi ci al N on-Al coh olic e verage Sponsor" of City. Official st atu s
will include Official Status Recognition for City acro ss all nor-alcoholic beverage categories
i.e. 'C oca-C ola Official Soft Drink of Miami Beach" and Of fi cial Status Recognition for South
Beach acro ss all non alcoh o lic beverage cat egori es (ie. "P O WE R AD E O ffi ci al Sports Drink
for South Beach")
2. Official Sponsor Status (for Pr o duct s) of all City-produced citywi de Spe cia l Events, whether
now existing or as may exist in the future (i.e. including, without limitation, and for examp le
purpo ses only Sleepless N ight s); Bottl er to have highest spo nsorsh ip level and ben efits
available other than presenting or title sponsorship. In addition, Bottler will be recognized as
the Title Sponsor of City's "Fire on the 4" Annual Independence Day Celebration" each
Agreement Year during the Term.
3. Recognition of Bottler as the "Official Recycling Partner" for the City of Miami Beach & South
Beach
4. Joint Bottler/City Logo placement on Ci ty and City-related websites (e.g. Miami Beach
C on vent ion Cen ter, Mi ami Be ach Got Club, N orm an dy Sh ores G olf Club, Miami Be ach
Culture web site (MBCulture.com); and any other Ci ty websites, whether now existing or as
may exi st in the future, to such extent as pe rmi tt ed by any fed er al or stat e regulations on .gov
dom ai ns . City wil l use reasonable commercial efforts to incl ude joint Bottl er/Ci ty Logo an al
printed convention and tourism materials, as appropriate and available.
5. W ai ver of any Speci al Event Permi t an d/or Permi t App li cat ion Fee s for Bo ttl er's use of certain
Account Facilities for up to two (2) m utu ally agreed upon events per Agreement Year, based
on availability. For purposes of the Sp eci al Event Permit and/or Permit Application Fee waiver,
these Facilities shall include public beachfront areas and Parks and Recreation facilities wh ere
Special Events are perm itted . All other fees and costs of prod ucti on , including but not limited
to, taxes, security, sanitation, et c., sh all be th e responsibility of Bottl er. Right m ay not be
transferred or assigned.
6. Waiver of any rental or use fees for Bottler's use of certain City Facilities for up to (two) 2
mutually ag ree d upon events pe r Agreemen t Y ear, based on avai iability . For purposes of th e
rental or use fee waiver, these Facilities shall incl ude the use of meeting room space or
ballroom space at the Miami Beach Convention Center. All other fees and costs of production,
including but not limited to taxes, security, audio/visual, decoration, etc., shall be the
responsibility of the Bottler. Right may not be transferred or assigned.
7. Uniimited, royalty-free Product sampling at City produced and/or sponsored events;
Royalty-free Product sampling permits per Agreement Year, as follows: 48 permits each
A gree m ent Ye ar, but pe rm its will be limited to no t more than six (6) perm its in any one
month period. Ri gh t may not be transferred or assigned. If Sponsor does not use all 48
permits by th e en d of each Agreement Y ear , an y remaining per mi ts wi ll not roll-over to the
following Agreement Year, but will be forfeited.
8. Mutual agreement on the development and use of a joint logo between Bottler and Account
9. Right to use mutually ag reed upon joint logo on any poi n t-of-sale . marketing m aterial s, and/or
sign ag e that m ay be m ut ually agr eed upon.
10. Royatty-free advertis em e nt in City's magazine (i.e. M B Magazine); mi ni m um of a quarter
pag e ea ch issue; larger ad siz e as m ay be available. Ri gh t may be tran sferr ed or assign ed.
11. Royalty-free prominent advertisement in any Special Prom ot ion al Event programs or
collaterals pr od uce d for Ci ty -prod uced ci tywi de Speci al Pr om otion al Even ts (i.e including,
without limitation, July 4" and Sleepless Nights). City shall use best effort s to pro vi de a full
ate ad.
10
e.
Page 431 of 1855
---.--.12.The right to bran d City's public-beach-concession a rea(s) with approved B ottl er and City joint
branding graphics (e.g. concession stands, storage shed. umbrellas, etc.), subject to
proposed branding meeting all necessary administrative and regulatory approvals.
Implementation of any approved branding shall be at the Bottler's expense, Al trademark
usage must be pre-approved prior to usage. The erection of any other signage other than
vending machine display shall be subject to approval by the City.
13. One Royalty-free joint City/Bottler message FSA advertising panel at the 5" and Alton bus
shelter; production/installation costs paid by Bottler. Minimum of ful use of one PSA ad
panel for the entire term of the Agreement.
14. Minimum of one (1) Royalty-free advertising panel at the 5 and Alton bus shelter, on a
space availability (remnant) basis; production/installation costs paid by Bottler. Right may be
transferred or assigned.
15. Minimum of one (1) one-month Royalty-free electronic joint City/Bottler message PSA run
on Atlantic Broadband and Welcome Channel; Additional months based on ongoing
availability;
16. Minimum of one (1) unlimited run on MTV of City/Bottler message PSA;
17, Royalty-free POF ticket ad based on space availability; production costs paid by Bottler.
Right may be transferred or assigned.
The parties agree to perform such additional marketing activities, as the parties may mutually agree
upon to drive traffic to the Facilities and to increase Product sales.
11
a
Page 432 of 1855
·- .. -- ·-· .. ··- exnìbi t3-t-o--îe rm -5hee t--·~---·-- - . -------- ----- - ----·--. --- --
MARKETI NG PROGRA M
Bottler shall provide City for approval with the proposed annual marketing plan for promotion of the
partnership no later than ninety (90) days prior to the beginning of each Agreement Year, except
for the first Agreement Year when the marketing plan shall be provided to the City within ninety (90)
days after execution of Agreement. The annual value of the marketing plan shall be no less than
$200,500, as determined in good faith by Bottler and based on generally accepted marketing
values. Some examples of activation may include the following; however, actual marketing
programs will depend on availability of these programs.
• Inclusion of the City in the My Coke Rewards program, or other customer reward program
offered by Bottler, through an annual promotional program (e.g. sweepstakes); estimated value
$100,000, or equivalent value. Activation based on availability
• Truck-back promotions program - value: $24,000/year based on availability
• Box Topper program or other similar high-visibility promotional program; value. $25,000/year
• Neck Ringer program: a Neck Ringer program shall be available with a minimum distribution of
neck ringers
• Touring Program. Bottler will bring the Open Happiness Tour, or such other promotional touring
program offered by Bottler, to the City based on avai lability.
• Bottler to develop and implement at least five (5) strategic marketing partnerships with the
Account and the Bottler's other sponsorship partners during the Term of the Agreement. Such
strategic marketing partnerships may indude, but are not limited to, cross promotion, product,
tickets, etc., with other brands or products currently under a sponsorship or other
promotional/marketing agreement with the Bottler.
• Lebron James Event/celebrity event, value. $45,000 based on availability, or equivalent value
City acknowledges the intent of the Bottler to develop a joint marketing logo incorporating the
Bottler's mark and the City's mark. Bottler shall obtain approval from the City, in writing, of the joint
logo for use in promotion of the Agreement, including, but not limited to, its use in all commercial,
marketing, media advertisements, web sites and promotional products.
A party's use of the other party's marks in promotions, on products and signage, shall be first
approved by the other party in writing, and all uses of a party's marks shall be acknowledged as
that party's intellectual property and include appropriate trademark notices.
The parties agree to perform those additional marketing activities, as the parties may mutually agree
upon to drive traffic to the Facilities and to increase Product sales. City agrees to provide Bottler with
reasonable marketing assets inventory (e.g., to be used with a My Coke Rewards national
consumer sweepstakes, ar other such similar sweepstakes) for mutually agreed upon promotions
each year during the Term to promote Bottler Products and City.
12
Page 433 6f 1855
E5nib a to Tern Sheet
RECYCLING PARTNERSHIP
Bottler shall be designated the official "Recycling Partner" of City.
Bottler shall provide, at lts cost, the following services/products (value of $15,000-$25,000):
• Assess, consult and offer a Recycling Program Plan for bottle/can recycling initiatives
Propose messaging strategy for the City's bottle/can recycling initiatives (within 90 days after
execution of Agreement)
• Provide Tem porary recycling bins for special events (minimum of 30) to City at Bottler's cost;
• Provide Recycling bins for placement in Facilities or agreed upon public areas (minimu m of 15)
to City at Bottler's cost; design subject to review and approval of City;
• Place reverse vending machines (crushers) in vending banks in the Facilities; minimum of five
(5) crushers placed during the first five Agreement Years of the Term, at Bottler's cost.
• Use of Recycling Educational Vehicle (REV,) or other Education Recycling material, at City
events; scheduled at least one time every 18 months during the Term.
13
Page 34 07 18557
Exhib i t to Term Sheet
VENDING PRO GRAM
Bottler shall place, at their cost, all vending machines in agreed upon locations pursuant to the
following.
1) Bottler shal! provide to City within 90 days after execution of Agreement the proposed
equipment plan for the Agreement Term; to include the machine allocation plan by type (e.g.
interactive vending machines, glass front etc.) and location; equipment replacement schedule;
and vend front replacement and schedule for existing vending machines that need the vend
front replaced. All equipment shall be UL energy star rated.
2) Bottler shall install vending machines within 180 days after the proposed equipment plan has
been approved by all parties. Both parties agree that the installation of vending machines shal l
be completed within 180 days after the proposed equipment plan has been approved by all
parties. Agreem ent execution. The already approved be ach them atic ven d fronts will be used
unless other mutually agreed upon vend fronts have been selected and approved, and if beach
thematic vend fronts are available. The vend fronts shall include advertising panels for use by
the City, as approved by Bottler, provided that the vending machines are equipped with
advertising panels). Bottler shall pay all costs for the production and installation of the City
vend front advertising panels. A minimum of two (2) and a maximum of four (4) City vend panel
ads shall be produced/installed each Agreement Year.
3) Bottler shall provide within 90 days after execution of Agreement the proposed credit card
reader installation plan and schedule. Al credit card reader installation shall be completed
within Agreement Year One.
4) City shall provide all electrical power necessary to operate the vending machines, and City shall
pay up to $200 for the cost of any electrical modifications or connecti ons necessary to
accommodate any new vending machine placement, upon mutual agreement of the proposed
location for the placement of the vending machine.
5) All vending machines remain the property of the Bottler.
6) Bottler shall provide a product list to the City to be included in the vending program. Any
changes to the Product list shall be provided to the Account prior to Product placement in a
vending machine. Bottler shall work wth the City's Parks and Recreation Department to iden tify
the appropriate vending products for inclusion in vending machines located in any City park.
The City's Park and Recreation Department shall provide approval, in writing, of the Products to
be sold in the vending machines placed in City parks.
7) Bottler shall maintain vending machines reasonably well-stocked with Products.
¡
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Page 435 of 1855
Exhib it 6 to Term Sh ee t
INITIAL PRICE SCHEDULE
Package
20 02. CSD
12 02. CS
15.2 0z. MM J TG
12 oz DASANI&
1 iter CSD
20 0z. DASANI@
20 oz. vltaminwater®
8 oz. CSD
20 z. NESTE A Y
Minute Maid@ Refreshment
20 oz POWERADE
16 0z. M on ster
2 iter CSD
16.9 Honest Tea®
500 ml Gold Peak@
8 0z. aluminum bottle
Post-Mix
5 gallon BI CSD and NC
2.5 gallon BIB eso and NCB
5 gallon BIB Unsweet NESTEA@
2.5 galon BIB Unsweet NESTEA®
5 gallon BIB Premium NCB
2.5 gallon BIB Premium NCB
5 gallon BIB Frozen Dispensed
2.5 galon BIB Frozen Dispensed
Cus
24 ounce
P ri ce per ca se
$17.85
$9.46
$23.36
$8.88
$16.29
$10.82
$27.00
$16.00
$17.85
$19.00
$34.00
$12.35
$12.60
$13.99
$16.48
P rice per gal]on
$12.24
$12.78
$11.82
$12.40
$12.75
$13.30
$13.88
$14.26
$52.89 per 1,200
Lids
24 ounc e $34.55 per 2,000
CO2
20 lb. cylinder $25.00 per cylinder (plus $75.00 deposit)
$
i
Georgia 64 Oz Brew: Price per Case and package size: (Prices effective for the period: 11112012- i
3/31/2012) (All coffee is pri ced FOB to Dist rib utor, prices do not include any distri buto r markup.) }
Product Package Small Filters Large Fi lte rs ¿
o«o. ». sos ssss }
Light Roast 128,2.250z $117.87 $117.87 [
D ec af 75,2.00 0 2 $67.9 5 $6 7.9 5 }
Orn 75275oz 811%10 51101°
i ¡. r t ¡
t !
! ppr"
"Al prices are per standard phys ical case and exclusive of taxe s, deposits, handling fees, and recycling fees.
15
- .-----.-.- Exhibit7 to Term Sheet-
MAINTENANCE & SERVICE
Ouring the Term, Bottler will loan to Account, pursuant to the terms of Bottler's equipment
placement agreements, at no cost, that everage equipment reasonaoiy required and as mutually
agreed upon to dispense Beverages at the Facilities.
Bottler agrees that all equipment shall be new or in "like new" condition and that it shall operate and
manage the equipment, services and facilities offered in a first-class manner. Bottler shall provide
City with the Maintenance Plan and Schedule for al! Bottler equipment within 90 days of execution
of Agreement, to include the Bottler's plan and schedule for servicing the City.
Bottler shall provide throughout the Term of this Agreement, at Bottler's expense, all repairs,
replacements and technical services necessary to maintain and preserve the Bottler's equipment in
a decent, safe, healthy and sanitary condition satisfactory to City and in compliance with applicable
laws.
Bottler warrants that it shall correct all mechanical problems with vending machines no later than
four (4) business days after notice and no later than twenty-four (24) hours after notice for all other
dispensing equipment.
Acts of vandalism to Bottler's equipment will be reported to Bottler immediately and addressed
within four (4) business days. If the vending machine is repairable. the vending machine will be
repaired within four (4) business days. If the vending machine is not repairable, vending machine
will be condemned and swapped within seven (T) business days.
Bottler s the only party allowed to make repairs on Bottler-owned equipment.
AII vending machines shall display a service hotline' sticker to expedite calls. A toll free ("1-800")
number shall be provided and a 24-four hour per day, seven days a week continuously operating
telephone answering service shall be provided.
A reimbursement fund in the amount adequate to handle all necessary refunds between service
calls shall be made available to City at designated location(s) mutually agreed upon by City and
Bottler. Each person requesting a refund shall complete a form which shall be maintained by the
City and provided to the Bottler as required. The reimbursement fund shall be checked by the
Bottler no less than once a month and replenished as needed. Information on refunds shall be
provided on each machine.
--------------·-----·-
I6
--- - Page 437 0f 1855
-.
Exhibit 8
The term "Special Promotional Events" ("Event") shall mean and is limited to the following:.
concerts; theatrical or comedic performances; conventions; trade shows; religious events; athletic
events; or other special events occurring at a Facility that meet the following requirements: () they
are sponsored by a manufacturer, distributor, or marketer of Competitive Products under a master
sponsorship agreement with the owner or operator oi the subject Event (including, without
limitation, a concert or theatrical production company, or a trade show or convention production
company, but NT including in any instance the City or its affiliates or agents); (ii) they are
conducted on a national or regional multi-market basis; (iii) they are NCA collegiate championship
athletic events; and, (iv) the event sponsorship agreem ent referred to in subsection (i) above
requites on-site temporary signage for Competitive Products.
The term "Special Promotional Events Exceptions" shall refer to those exceptions granted under the
Agreement, for each Agreement year, to permit the following fifteen (15) Special Promotional Events
at the following Facilities: () four (4) events at the Miami Beach Golf Club; (in) four (4) events at the
Normandy Shores Golf Club (The Miami Beach Golf Club and Normandy Shores Golf Club may also
be referred to collectively herein as "Golf Courses");(ii) three (3) events at the Miam i Beach
Convention Center ("Convention Center); and (iv) four (4) City Ap pro ved major Sponsorship Public
Speciai Events (as defined below); provided, however, that the number limitation for City Approved
Major Sponsorship Public Special Events shall be revisited and reviewed by the parties, in good
faith, at the conclusion of the third Agreem ent Year.
a. Golf Courses and Convention Center/Special Promotional Events Exception. In any
Agreement Year, temporary sign7age (such as, but not limited to, banners) for Competitive
Products may be displayed at each of the Golf Courses during up to four (4) Speci al
Promotional Events, and during up to three (3) Special Promotional Events at the
Convention Center ; PROVIDED, HOW EVER , that: (@) Sponsor's Beverage availability,
marketing, advertising, promotional, and other rights under this Agreement will not
otherwise be affected during any such Event; (ii) Competitive Products may be distributed at
no cost, but no Competitive Products will be sold or otherwise made available during the
Event(except as permitted in this exception); (iii) no blockage of any signage or other
trademark/service mark display Sponsor may have at the Facility will occur during the
Event, except for incidental blockage due to the construction and/or placement ot a person,
stage or other structure necessary to and actually used during the Event; or, in the case of
NCAA championship events, religious events or political conventions where no advertising
is allowed and all advertisers are treated equal with all slgnage covered in the seated area
of the Facility; (iv) al temporary signage for Competitive Products will be promptly removed
from the Facility upon the conclusion of the vent; and (v) at no time will the Competitive
Products make any statements, or use any temporary sign0age, that uses the
trademarks/service marks of the City of Miami Beach, South Beach, Golf Courses or the
Convention Center, nor in any way associate these Competitive Products with the City of
Miami Beach, "South Beach," the Golf Courses, or the Convention Center. The Speci al
Promotional Events at the Golf Clubs and the Convention Center must occur over a period
of no more than twenty-four (24) hours. The twenty-four hours does not include set up or
tear down time required, or NCAA Championship events or political conventions whi ch may
exceed the aforestated tine limitation The Convention. Genter may use the three one day
17
Page 438 0f 1855
------.- (ore day = twenty-four hours) m the aggregate in each Agreerent Year during th Tern.-
Aggregate, as used in this paragraph, shall mean the total of twenty-four hours multiplied by
the total number of Special Promotional Events permitted, as provided for herein. For
example purposes only, the Miami Beach Convention Center are provided three Special
Promotionai vent Exceptions per Agreement Year. As such, the three Special Promotional
Events may occur in the Miami Beach Convention Center for a total of 72 hours in an
Agreement year (24 hours x 3 events = 72 hours/year).
City Approved Major Sponsorship Public Special Evonts/Special Promotional Events
Exception. In any Agreem ent Year, temporary signage (such as, but not limited to,
banners) for Competitive Products may be displayed during up to four (4) Special
Promotional Events for City Approved Major Sponsorship Public Special Events. The term
'City Approved Major Sponsorship Public Special Event shall refer to a City-approved
publlc event (i.e. were public access is allowed either via no cost or via pre-purchased
ticket) held on City property, and permitted pursuant to the City's approved Special Event
Permit process, as same may be amended from time to time during the Term of this
Agreement (for example purposes only, this may include, but not be limited to events such
as Super Bow Pepsi Jam and Red Bult lllume}; and may also include an event sponsored
by a manufacturer, distributor or marketer of Competitive Products pursuant to a
sponsorship agreement with the owner, operator or promoter of the event; an event
conducted on a national or regional multi-market basis; and/or an event where a
Competitive Product is the naming, presenting, title, brought to you by, or other primary
sponsor of the Event. Temporary signage for Competitive Products at City Approved Major
Sponsorship Public Events may be displayed as an Event naming sponsor", Event
"presented by" sponsor, Event "brought to you by" sponsor, or as a sponsor represented as
a "Gold" or "Platinum' (r such other equivalent) sponsor of the Event; PROVIDED,
HOWEVER, that: () Sponsor's Beverage availability, marketing, advertising, promotional,
and other rights under this Agreement will not otherwise be affected during any such Event;
(i) no blockage of any signage or other trademark/service mark display Sponsor may have
at the Facility will occur during the Event, except for incidental blockage due to the
construction and/or placement of a person, stage or other structure necessary to and
actually used during the vent:; or, in the case of NCAA championship events, religious
events o: political conventions where no advertising is allowed and all advertisers are
treated equal with all signage covered in the seated area of the Facility; and (iii) all
temporary signage for Competitive Products will be promptly removed from the Facility upon
the conclusion of the Event. At no time will the Competitive Products make any statements
or use any temporary signage that uses the trademarks/service marks of the City of Miami
Beach, "South Beach," or the Facilities, or in any way associate these Competitive Products
with the City of Miami Beach Facilities. Notwithstanding the above, Competitive Products
may be distributed, sampled or made available during a City Approved Major Spon sorship
Public Special Event for which there is a Special Promotional Events Exception. Such
distribution, sampling or availability shall occur ONLY within the approved site plan for the
event. However, should concession service (sales) for any non-alcoholic beverage other
than Products be required or necessary for the event, and there are no existing concessions
at the location of the City Approved Major Sponsorship Public Special Event for which there
is a Special Promotional Events Exception, the City Manager shall submit a letter to
Sponsor requesting that Sponsor grant a waiver to per mit such sale at the Event; outlining
the details of the exception and the business reasons for the request and such request shall
require Sponsor's prior written approval. Sponsor reserves the right to nat approve the }
limnted waiver for this purpose. Sponsor will notify the City Manager of whether the request j
for waiver will be approved within twenty (20) business days of Sponsor receiving the City l
hg2gr's_[eter -_ .--
b.
18
T he Spec iat Pr o m otionat Event Exceptior for a City Approved Major Scnsorstip Public--
Special Event must occur over a period of no more than seventy-two (72) hours. The
seventy-two hours does not include set up or tear down time required, or NCAA
Championship events or political conventions which may exceed the aforestated time
limitation, The seventy-two hours may be used in the aggregate in each Agreement Year
during the Term. Aggregate, as used in this paragraph, shall mean the total aí seventy-two
hours multiplied by the total number of Special Promotional Events Exceptions, as provided
for herein. As such, the four Special Promotional Events may occur on public property for a
total of 288 hours in an Agreement year (72 hours x 4 events = 288 hours/year).
c. Other permitted Exceptions. Exhi bitors at Conventions or trade snows, or third party exhibitor
set ups at Facilities shall have the right to serve Competitive Products within their booth
provided that same is limited to the duration of the corresponding event and, provided further,
that the Competitive Products are not marketed, advertised or promoted in association with
the City of Miami Beach and/or the Facllities, and their respective trademarks. For example
purposes only, a Cadillac booth at the Auto Show in the Convention Center would be
allowed to give away bottled water with the Cadillac Logo. Notwithstanding, Sponsor's
Products would continue to be the only Products allowed to be sokd, distributed or sampled
at the Facility's concession operations.
d. Competitive Beverages may also be permitted to be distributed, at no cost, at third party
events that are not affiliated with the City, but where the City has permitted the event
through the issuance of a City of Miami Beach Special Events Permit, subject to the City's
notification to Sponsor prior to the event; and, provided further, that the third party event
operator is not a manufacturer, distributor or seller of a Competitive Product; that the
Competitive Products are not marketed, advertised or promoted in association with the City
of Miami Beach or the Facilities, and their respective trademarks; that no Competitive
Products will be sold during such event; and that the distribution of the Competitive Product
is limited to Special Event Permit Area (as such term is defined in the City's Speci al Event
Permit Guidelines, as same may be amended form tme to time through the Term of this
Agreement). For example purposes only, a third party event contemplated under this
paragraph might include, but not be limited to, a walkathon or marathon where one of the
event sponsors might request to be permitted to distribute free bottled water to the event
participants. Notwithstanding the above, Sponsor shall have first right of refusal to provide
donated Beverages through a sponsorship agreement to the non-profit events, permitted by
the City through the issuance of a City of Miami Beach Special Events Permit, known as the
White Party, Winter Party and Miami Beach Pride (based or the level of non-alcoholic
Beverages provided for the White Party, Winter Party and Miami Beach Pride events in
2012.) for the sale of these Beverages by these three (3) events as part of their annual
charity fundraisers. If Sponsor elects to participate, Sponsor will notify the organizer six (6)
months prior to start date of White Party, Winter Party and Miami Beach Pride events. If at
any time during the Term the Sponsor cannot or does not provide donated non-alcoholic
Beverages through a sponsorship agreement to these three (3) non-profit events for this
purpose, these three (3) events shall be permitted to secure Competitive Products for use
and sale consistent with the use and sale of non-alcoholic everages in the 2012 White
Party, Winter Party and Miami Beach Pride events.
Par Section 9 of Term Sheet, No Competitive Products may be sold, dispensed, sampled or served
anywhere at the Facilities, or on the City's public rights-of-ways, unless otherwise expressly spelled
out in the Agreement.
19
Page 440 of 1855
AMENDMENT NO. 1
TO VAN DAAL EN TE NNIS, LLC ONE (1) YEAR PILOT
AGREEMENT TO PROVIDE PROGRAMMING AT THE
CITY 'S MIAMI BEACH TENNIS CENTER
This Amendment No. 1 ("Amendment) to the Agreement, dated _[A rc 8,a7y
and between the City of Miami Beach, Florida, a municipal corporation organized an existing
under the laws of the State of Florida, having its principal place of business at 1700 Convention
Center Drive, Miami Beach, Florida 33139 (the "City"), and Van Daalen Tennis, LLC, a Florida
limited liability company, having its principal place of business at 15051 Royal Oaks Lane, Apt.
1604, North Miami, Florida 33181 ("CONTRACTOR"), is entered into this 2o day of E N 2018.
RECITALS
W HEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution
Number 2017-29936, accepting the written recommendation of the City Manager and waiving,
by 5/7" vote, the competitive bidding requirement, finding such waiver to be in the best interest
of the City; and approving, in substantial form, a one (1) year pilot agreement between the City
and Van Daalen Tennis, LLC for programming at the City's Miami Beach Tennis Center; and
W HEREAS, on August 30, 2017, the City and CONTRACTOR executed the Van Daalen
Tennis, LLC. One (1) Year Pilot Agreement (the "Agreement") to Provide Programming at the
City's North Shore Tennis Center now known as Miami Beach Tennis Center (the "Center"); and
WHEREAS, on April 11, 2018, the City Commission adopted Resolution No. 2018-
30279, changing the name from North Shore Tennis Center to Miami Beach Tennis Center; and
WH EREAS, CONTRACTOR has requested approval of a term extension of six months
from the completion of the scheduled construction projects at the Miami Beach Tennis Center
and has agreed to pay the City the total sum of $500.00 ("Education Compact Fund
Contribution") to fund the City's educational initiatives; and
W HEREAS, on June 6, 2018, the Mayor and City Commission adopted Resolution No.
2018-30330, accepting the recommendation of the Finance and Citywide Projects Committee,
at its May 18, 2018 meeting, approving Amendment No. 1 to the Agreement, said Amendment,
in material part, ( 1) acknowledging the term extension of six months at the completion of the
scheduled construction projects at the Miami Beach Tennis Center for Van Daalen Tennis, LLCG;
(2) acknowledging the Contraptor's education compact fund contribution, in an amount of
$500.00; (3) providing for the addition of-language related to identifying the Center as the Miami
Beach Tennis Center (3) adding language addressing light fees and club baskets; (4) adding
language regarding payment to CONTRACTOR for the City's summer sports specialty camp;
(5) updating the tennis software provider; and (6) providing the City with utilization of courts for
City produced tennis related special events and/or City sponsored special events.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and Contractor hereby agree to amend the Agreement as follows:
Page 1 of5
Page 441 of 1855
1 . A B O V E R E C IT AL S .
The above recitals are true and correct and are incorporated as part of this Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items stuck- through and inserted items
underlined) as follows:
(a) Subsection 2.1 of the Agreement is hereby deleted in its entirety and replaced with the
following:
2.1 The Ci ty owns and operates that certain recreational facility commonly known
as_the_Mlami Beach Tennis Center,_located at _50172" Street,_Miami Bgach,
Florida 33141 (th e "Center").
{b) Subsection 6.4.2 of the Agreement is hereby amended to read as follows:
CONTRACTOR agrees to provide free instructional lessons to after-school and
summer camp participants, to be mutually agreed upon by the parties. Use of
courts pursuant to the immediately preceding sentence shall be deemed to be
the utilization of courts for public usage. Additionally, in connection with the
Parks and Recreation Department's summer sports specialty camp program,
QNTRATQ agree s to provide two instructors, who will provide tennis
lasses for the participants enrolled in the_summer sports specialty camp, for
one week during the scheduled summer sports specialty camp. for a total of ten
(10) hours. typically between the hours of 9:30 am an d 12:00_pm, for the total
fee of $850.00. CONTRACTOR and City shall reach an agreement with respect
to the dates,_ times and locations for the summer sports specialty ca mp .
(e) Subsection 7.1of the Agreement is hereby amended to read as follows:
7.1 The CONTRACTOR must comply with the fee schedule for professional tennis
instruction that offers the tennis patron a choice in instructor level and hourly fee
commensurate with the instructor's level , as agreed upon and listed in Exhibit "A"
(to be provided by the CONTRACTOR) attached hereto. An y change of this said
fee and instructor levels shall be approved by the City prior to implementation of
fees.
CONTRACTOR shall also comply with the City's established fees for hour1y
tennis court play, annual pammi ts and other specialized play. CONTRACTOR will
provide a club basket available for use on a first oms first serve basis for
members and resident nonmembers. The club basket will be for a fee of $10.00
per hour for members and 20.00 per hour plus court fees for resident
nonmembers.__ U sa ge of th e club basket yyil] be limi ted to no more than 2_players
on a court.
If the play time of a tennis court user {for a lesson, clinic, etc.) is interrupted
due to weather resulting in less than 3Q minutes of play, the user yyil] be
entitled to a reimbursement/pay-ouyraincheck,_ If there is a weather
interruption. but the play time exceeded 3Q minutes, it will be at the discretion
Page 2 of5
Page 442 of 1855
of the CONTRA CTOR as to whether or not to offer areim bursem en t/pay-
ouVraincheck. Furtherm ore, light fees w ill only be ch arged to non-members.
Those purchasing membe rships will not be req uired to pay light fees .
{d) Subsec tion 7.6 of the Agreement is hereby deleted in its entirety and replaced with the
following:
7.6 The CONTRA CTOR shall utilize RecTrac. the City's current recreation
SQftware system ,_ for the purpo ses of tracking reservation s, financials,
memb ersh ips, con ce ssion s, merchandise, gtç_ Th e CONTRA CTOR shall
haye_ Tennis Module righ ts to the Miami Beach Tennis Center computer
softy arg system . Additiona lly,_ phone and in-person resgryatlon sm ust be
provided for by the çQN TRA CTOR _al[ of which must be cross referen ced_to
avoid oyerbookings,_ no-shows,_ an d adheren ce to prioritization and
utilization of courts for public usage by restricting lesson/clinic/programming
courts during peak hours. AI[ reven ue collected at the Cen ter must go
through the City's secured systems.
(e) Subs ection 14.2 of the Agreement is hereby deleted in its entirety and replace d with the
following:
14.2 City Speci al Events.
Notwi thstanding Subsection_ 141above, and in the eygn t that _the
Sity, at its sole discre tion ,_deem s that it would be in the ba st interest
gf the City, the City reserves the righ t to utilize the Cen ter for City
prod uce d tennis related spe cial events and/or other City sponsored
special events prod uction s such as local and internation al tennis
tournaments. In such ca ses, the City will coord inate with the
CONTRA CTOR to co ope ratively produce such events.
CONTRA CTOR agree s that the number of courts utilized shall be
determ ined by the City and that events will be held during the
Ce nter's opera ting hours. CONT RA CTOR shall retain any inco me
related to the special event and/or production as it perta ins to food
and bgyerage con ce ssion s, stringing an d merchandise sales.
CONTRA CTOR agree s that facility usage for events may incl ude
use of; locker room s, acti vity rooms ang office_space, um pire chairs,
umbrellas,_ coolers, scoreboards, net-stick s and the like._ If
negotiations betw een the City and the CONTRA CTOR prove to be
un succe ssful, the CONTR A CTOR _sh all cease an d desist oper ation s
during the term of, and in the area of, the special even t and/or
production.
3. RATIFICATION.
Ex ce pt as amended herein, all other term s and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict betwee n the previsions of
this Amendment and the Agree ment, the provisions of this Am endment sha ll govern.
Page 3 of5
Page 443 of 1855
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their appropriate officials, as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONAL LY LEFT BLAN K.
Page 4 of5
Page 444 of 1855
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST: · t Rari E. Grana~o, ciy ceri
a_ h
Dan Gelber, Mayor "
, ..». s ka«+
(ß{LA u(
e and Te Paty + •
Director of Programming
Martin Van Daalen
Print Name
Date
Page 5o f5
Page 445 of 1855
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
?%ç£ t e -4
cwA" p»pt oe
ao l9 -3 0 7 2 3
AMENDMENT NO. 2
TO THE ONE (1) YEAR PILOT AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
VAN DAALEN TENNIS, LLC
TO PROVIDE TENNIS PROGRAMMING AT THE CITY'S MIAMI BEACH TENNIS CENTER
This Amendment No. 2 (Amendment") to the One (1) Year Pilot Agreement
("Agreement"), dated August 30, 2017, to Provide Tennis Programming at the City's Miami
Beach Tennis Center, by and between the City of Miami Beach, Florida, a municipal corporation
organized and existing under the laws of the State of Florida, having its principal place of
business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and Van
Daalen Tennis, LLC, a Florida limited liability company, having its principal place of business at
15051 Royal Oaks Lane, Apt. 1604, North Miami, Florida 33181 ("CONTRACTOR"), is entered
into this ll day of gc7 ,2019.
RECITALS
WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution
Number 2017-29936, accepting the written recommendation of the City Manager and waiving,
by 5/7" vote, the competitive bidding requirement, finding such waiver to be in the best interest
of the City; and approving, in substantial form, a one (1) year pilot agreement between the City
and Van Daalen Tennis, LLC ("CONTRACTOR"), for tennis programming at the City's "Miami
Beach Tennis Center" (the Center"); and
WHEREAS, on August 30, 2017, the City and CONTRACTOR executed the One (1)
Year Pilot Agreement (the "Agreement"); and
WHEREAS, on April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30279, changing the name of the "North Shore Tennis Center" to the "Miami Beach Tennis
Center"; and
WHEREAS, on June 6, 2018, the Mayor and City Commission adopted Resolution No.
2018-30330, accepting the recommendation of the Finance and Citywide Projects Committee,
at its May 18, 2018 meeting, approving Amendment No. 1to the Agreement, said Amendment,
in material part: (1) acknowledging the term extension of six months from the completion of the
scheduled construction projects at the Miami Beach Tennis Center and the CONTRACTOR's
contribution to the education compact fund, in the amount of $500.00; (2) providing for the
addition of language related to identifying the Center as the Miami Beach Tennis Center; and (3)
adding language: (i) addressing light fees and club baskets (ii) addressing payment to
CONTRACTOR for the City's summer sports specialty camp; (iii) updating the tennis software
provider; and (iv) providing the City with utilization of courts for City produced tennis related
special events and/or City sponsored special events (The Agreement and Amendment No. 1to
the Agreement shall be collectively referred to herein as the "Agreement"); and
WHEREAS, on April 10, 2019, the Mayor and City Commission adopted Resolution No.
2019-30776, approving. in substantial form, Amendment No. 2 to the Agreement; said approved
amendment, in material part; increasing the CONTRACTOR'S programming fee and
Page 1 of 4
Page 446 of 1855
management fee cap from $500,000.00 to an amount not to exceed $750,000.00 per year of the
term of the Agreement; and
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and CONTRACTOR hereby agree to amend the Agreement as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this Amendment
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck through and inserted items
underlined) as follows:
(a) Subsection 4.1 of the Agreement is hereby amended to read as follows:
4.1 The fees to participate in CONTRACTOR'S North Shore Tennis Programs
Miami Beach Tennis Center Programs are set forth in Attachment "A"
hereto, whích is incorporated herein by reference. In consideration of
Services to be provided, City shall pay CONTRACTOR a programming fee
equal to 70% of the total monthly gross programming revenues collected by
the City and a management fee equal to 21% of the total monthly gross
programming revenues collected by the City, with the City retaining the
remainder of the total monthly gross programing revenues collected.
Additionally, the City shall retain 100% of the membership fees and court
fees collected.
The CONTRACTOR's annual programming fee and management fee shall
not exceed $500,000 $750,QQQ per year during the- temm, or a pro-rata
thereof, during any the Holdover Term. The City shall provide payment to
CONTRACTOR by the 15 of the month.
By way of an example, assuming that the gross programming revenues for one month
equal $100,000, the CONTRACTOR'S programming fee and management fee would
be calculated as follows:
CONTRACTOR receives a programming fee of 70% of the monthly gross
programming revenues, in the amount of $70,000;
CONTRACTOR will receive a management fee of 21% of the monthly
gross programming revenues, in the amount of $21,000; and
The City will receive the remaining $9,000 of the total monthly gross
programming revenues, plus 100% of all membership fees and court fees
collected during the month.
As referenced herein, "gross programming revenues" shall mean all income
received (less ieturns and refunds) by the City from clinics, tennis instruction,
camps, tournaments, academy, hospitality packages, food and beverage sales
Page 2 of4
Page 447 of 1855
and Pro Shop sales. The gross programming revenues shall not include income
received by the City for annual membership fees or hourly court fees.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the provisions of
this Amendment and the Agreement, the provisions of this Amendment shall govern.
IN WITNESS WHEREOF. the parties hereto have caused this Amendment to be executed
by their appropriate officials. as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 3 of4
Page 448 of 1855
FOR CITY:
ATTEST:
By:
, City Clerk Dan Gelber, Mayor
Date
FOR CONTRACTOR: VAN DAALEN TENNIS, LLC
ATTEST:
By.
Martin Van Daalen
Print Name
Date
Page 4 of 4
Page 449 of 1855
APPROVED AS TO
FORM & LANGUAGE
X CUTION
(«-1-
Date
AM END M E N T NO. 3
TO VAN DAALEN TENNIS, LLC ONE (1) YEAR PILOT
AGREEMENT TO PROVIDE PROGRAMMING AT THE
CITY'S MIAMI BEACH TENNIS CENTER
This Amendment No. 3 (Amendment) to the Agreem ent, dated August 30, 2017, to
provide Programming at the City's Miami Beach Tennis Center, by and between the City of Miami
Beach, Florida, a municipal corporation organized and existing under the laws of the State of
Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach,
Florida 33139 (the "City"), and Van Dealen Tennis, LLC, a Florida limited liability company, having
its principal place of business at 15051 Royal Oaks Lane, Apt. 1804, North Miami, Florida 33181
(CONTRACTOR"), is entered into this. l3_ day ot Pg!y 2019.
RECITALS
WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution
Number 2017-29936, acceptin g the writte n recommendation of the City Manager and waiving, by
5/7% vote, the competitive bidding requirement, finding such waive r to be in the best interest of
the City; and approving, in substan tial form , a one (1) year pilot ag reem ent between the City and
Van Daal en Tennis, LLC ("CONTRACTOR"), for programming at the City's "Miami Beach Tennis
Center" (the "Center"); and
WHEREAS, on August 30, 2017, the City and Van Daalen Tennis, LLC. ("Contractor")
executed the One (1) Year Pilot Agreement (the "Agreement) to Provide Tennis Programming at
the City's North Shore Tennis Center, now known as the "Miami Beach Tennis Center" (the
"Center"); and
WHEREAS, on April 11, 2018, the Mayor and City Commission referred Item CAF to the
Finance and Citywide Projects Committee (FCWPC") to discuss a term extension for 6 months
of the Agreement for the Contractor to provide programming following the completion of the
sched uled construction projects at the "Center"; and
WHEREAS, on April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30279, changing the name of "North Shore Tennis Center" to the "Miami Beach Tennis
Center"; and
WHEREAS, at the May 2, 2018, Parks and Recreational Facilities Advisory Board
meeting, the board passed the following motion:; "The Parks and Recreational Facilities Board
motions to favorably recommend a term extension of six months after the completion of the
sch ed uled construction projects at the Miami Beach Tennis Center for Van Daalen Tennis, LLC
to include the amendments made to the agreement as discu ssed at our Board meeting"; and
WHEREAS, at the May 18, 2018 FCWPC, the Committee made a favorable motion to
approve amendments to the Agreement, including:. (1) extending the term to a date that is six
months after completion of the scheduled construction projects at the Center, which would extend
the expiration of the term to a date in December ot 2019; (2) updating the name of the Center;
and (3) amending other provisions to keep the Agreement relating to club baskets and light fees,
Contractor's contribution to the Education Compact fund, uses of the courts for City sponsored
special events; and
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WH EREAS , on June 6, 2018, the Mayor and City Commission adopted Resolution No.
2018-30330, accepting the recommendation of the Finance and Citywide Projects Committee, at
its May 18, 2018 meeting, and approving Amendment No. 1 to the Agreement, including the
following modifications to the Agreement
(1) Acknowledging the term extension of six months at the completion of the scheduled
constructio n projects at the Miami Beach Tennis Center for Van Oaalen Tennis, LLC;
(2) Acknowl edging the Contractor's education compact fund contribution, in an amount of
$500.00;
(3) providing for the addition of language related to identifying the Center as the Miami
Beach Tennis Center,
(4) Adding language addressing light fees and club baskets;
(5) Adding language regarding payment to Contract or for the City's summer sports
specialty camp; .
(6) Updating the tennis software provider, and
(7) Providing the City with utilization of courts for City produced tennis related special
events and/or City sponsored special events to be added to the scope of the
Agreement; and
WH EREAS , at the April 10, 2019, City Commission Meeting, City staff updated the City
Commission with respect to the opening of the Center, which is slated to occur during late Spring
or Summer of 2020, and that prior to the end of the term, the Administration would be bringing
forward a procurement item so that the Agreem ent may be competitively bid; and
WH EREA S, at the Aprii 10, 2019, City Commission Meeting, Resolution No. 2019-
30776 was passed approving Amendment No. 2 to the pilot agreement to adjust the Contractor's
programming and management fee from $500,000.00 to a not to exceed amount of $750,000.00
per year during the term of the Agreement to correspond to the programming demands; and
WH EREAS , at the July 19, 2019, Finance and Citywide Projects Committee meeting, a
motion was made to have the Parks and Recreati on Department amend the Agreement of the
Center, providing programming at the City's Miami Beach Tennis Center , to shift the responsibility
and costs associated with the operation of the Cente r to the Contractor; and
WH EREA S, this shift in responsibilities would yield an annual savings to the City in the
approximate sum of $182,000.00; and
WHEREAS, on July 31, 2019, the Mayor and City Commission adopted Resolution No.
2019-30923, accepting the recommendation of the Finance and Citywide Projects Comm ittee
meeting of July 19, 2019 to amend the Agr eem ent transferring, the responsib ility for payment of
operational and personnel expenses at the Center from the City to the Contractor, and
WHEREAS, on October 16, 2019, the Mayor and City Commission adopted Resolution
No., accepting the City Manager's recommendation and waive, by 5/7ths vote,
the competitive bidding requirement, finding such waiver to be in the best interest of the City, and
approve, in substantial form, Amendment No 3 to the one year pilot agreement with Van Daalen
Tennis, LLC (Contractor), dated August 30, 2017, to provide tennis programming at the Miami
Beach Tennis Center (Center); said amend ment, in material part: (1) fixing the expiration date of
the Agreement as Septemb er 30, 2020 and including two (2) successive one (1) year renewal
terms, at the City's option; (3) shifting the responsibilities and costs associated with the operation
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of the Center from the City to Contrador; (4) changing the financial terms to provide for payment
to the City of: (i) a minimum monthly guarantee payment of $3,500 for the one-year peri od
commencing on January 1, 2020 (year one), with the minimum monthly guarantee increasing by
$5 00 for each renewal term, plus (ii) a monthl y payment equal to 5% of the gross revenues, which
becomes payable once the total cumulative gross revenues for a particular contract year exceeds
$700,000, with the gross revenue accrual resetting at the beginning of each subsequent contract
year; and further authorize the Mayor and City Clerk to execute the final amendment.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and CONTRACTOR hereby agree to amen d the Agreem ent as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as par t of this Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck- through and inserted items underlined)
as follows:
(A) Section 1 (Term) is hereby deleted in its entirety and replaced with the following:
SECTION 1. TERM
1.1 The Initial Tenn of this Agreement commenced on August 1, 2017 and shall expire on
September 30, 2020._ The City Manager shall have the right, at its sole option and
discretion, to extend this Agreement for two (2) successi ve one (1) year_terms (each_a
"Renewal Term),_ by giving written noticg_ to th9 City Manager of such intention not less
than ninety (9O) days prior to the expiration of thg Initial Term or any exercised Renewal
Term._ The Initial_ Term and any successiye Renewal_ Term, if approved by the City
Manager, may collectively be referred to,_ herein as the"Tenn",
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IF THE CITY
DETRINES, AT AN y TE DURING ANy rERy HEREUNDER, THAT Is IN IE
BEST INIE RE Sr gr T E çIry rg TERINATE_ TIs A G REE g E NT,_ TH_ çI ry
MAAY, ACTING THROUGH IE ·II y ANAGER, TERMINATE THIS AGREEMENT,
WITH OUT PENAL TY OR CAUSE, IN THE CITYS SOLE DISCRETION, UPON
NINETY (90) DAYS' WRITTEN NOTICE OF INTENT TO TERMINATE GIVEN TO THE
CONTRACTOR.
A Contra ct_ Year shall refer to the period from October 1 tg Septemb er 30 of a given
yea r.
(B ) Subsection 2.2 of the Agreement is hereby amended to read as follows:
2.2 The City has employed the CONTRA CTOR, and CONTRACTOR agrees, to
manage and operal e the tennis prog ram and the Pro Shop at the Center,
pursuant to the terms and con ditions set forth herein. The City shall continue
te-be repensible for- the-follewing-dutises-at- the-Genter . open/ng and lesing
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th e-Cen ter , staffing and operating- the-font- desk; maintaining-the reservation
software system; maintaining the courts and- overall facilities -sf -the Center
collecting- -all revenues-for he Genter- -including, without- limitation, all
prog ramming fees (incl ud ing- reven ue fom-the- Pre Shop), membership-fees
and-sou- fees; providin g- cou rt- maintenance-personnel; and-providing-facili ty
maintena nce personnel The City will aeeist the public in sched uling- tennis
prgrame an d- instruction , with- -si gnificant- assistanse- rem- the
C ONTRACTOR Ihe CO NTRA T Q R_s hgl ] be resp on sible for the fol lowin g
duties gt the Center. openi ng and closing the Cente r, staffin g and operating
the fro nt desk;_maintaining the reser vation software system;_maintaining the
courts and overall facilities of the Qentgr; collecting al[ revenues for the Center
including. with out limi tati gn , al l progr amm i n g fees (including re ven ue from the
Pro Shop). membership fess and court fees; providing court maintenance
personnel; providi ng facility maintenance personnel; and will assist the public
in scheduling tennis programs and instruction.
(C ) A new Subsecti on 2.3 is hereby added to the Agreeme nt to read as follows:
CONTRACTOR accepts the Center 'As_ls" where is condition_ Th9 City will
not have an obligation to improve or change the condition_of the Center at
anytime during the Term. The City is currentl y in the process of refurbishing
the Café, constru ctin g an enclosure and improvin g outsid e restrooms (City's
Constru ction Pr oj ect )._ The City makes no warran ties or represen tation s as
top the qual ity_of the improvem ents, which completed improvem ents will be
accepted 'As Is' by CONTRACTOR, CONTRACTOR further releases the City
from any busin ess interru ption or loss of rsyenue relating directly or indirectly
from the City's Construction Project.
(D) Secti on 4 of the Agreem ent ls hereby deleted in its entirety and replaced with the
fol lowi n g :
SECTION 4. FEES AN D REPORTS
4.1 CO NTRA CTOR Payment
In con sideration of the rights granted the CONTR ACTOR puruant to this Agreemen t, and
CONTRACTOR'S further agreement and acknowl edgem ent to perform and fur nish the
management and operational services, professional skills and qualified personnel,
system s. and materials consistent with the management and operations of other first -
glass, hkgh quality public tennis center, the City and CONTRA[QR herein agree that the
NTRACTR shal] collect and maintai n (in accor dance with generally accep tabl e
acco unting principles) on behalf gf the City, all revenues, generated at and from the Center
in cl udi n g, but ngt limited to, al]_members hips, tennis instruction, lesson s and cli nics;_ court
rental fees, sales, equipment rental, pro shop sales, and the sale and operation of food
and beverag e concessions.
All said revenues collected by the CONTRA CTOR shall be depos ited into an account of
the CONTRA CTOR, estab lished pursuant to this Agreem ent, and to be main tain ed solely
for the sole and exclusiye purpose(s) of the management, operati on and maintenance of
thg Q gnt er ,_ purs uant to this Ag re em en t (in cl udi ng,_ wit h out limitation, to pay for all
budgeted operational expenses arising from the management or op er at ion of the Cen ter
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pursuant to this Agreement). interest accrued in the account shall be part of the operatin g
income.
CQNTRACTOR _sh all submit, within twenty-five (25)_ days following the close of each
month, copies of records and reports related to the recei pts and expenditures with respect
to all expen ses and revenues generated during such month at the Center. Such recor ds
and reports shall be in a form satisfactory to the City's Chief Financial Qfriar, and shall
include a com parison of revenues and expe nses for the two (2) months prior to the report
being submitted_ The City shall haye no obligation wyhatsoayer to rglmburse
çQNTRACTR for any cash foyy deficiencies.
CONTRACTOR, upon recei pt thereof from the depository bank,_shall submit to the City
copies of al] deposits, withdrawals, and bank_ statements concerning the account
gsta blisheg for the Center pursuant to this subsecti on 4_2._ Additionally, there shall be a
re co ncil iati on gf al] accounting within 1g working days fol lowi ng the completion of each
Agreement year during the Tenn hereof.
4,_1,1 Notwith sta ndi ng an ythi ng to the con trary in this Subsecti on 4._ 1, the City
shall, with out limi tati on , be paid by wire tran sfer from the established ban k
acco un t to the City's acco un t,_on the last wor k day of each m onth durin g th e [9rm
of this Agreement, the following am ounts :
(A ) A_ minimum monthly guaranteed paym ent gf $3,500.QQ (Minimum
Guarantee" or "MG"_for _year 1 (one ) of the Agreement_ The minimum
monthly guarantee will be increased by $5QQ for each "Renewal Term"; and
(B) In_addition to th e Minimum Guarantee, withi n fiftgen days from the last day
gf each month, the City shal l be entitled to an additional monthl y payment,
based upo n a per cen tag e of th e tgt a] Grogg Reven u es (as defined herein)
as it cu m ulatiyel y accrues during each Con tr a ct Year (Contra ct Year Gross
Reyen ues ), due upon th e Con tra ct_ Y ear Grogs Revenues exceeding the
th re shol d of $7Q9,999.QQ (Per ce ntag e Gro ss" or PG )y,_gs det ermi ned by
th e Contract Year Gross Revenues accrued as of the last day of each
month,_as fol loyys; a payment equal to 5%_of Contract_ Y ear Gro gs Feven ue
wh en said Contra ct Year Gross Revenues exceed the total sum of
$7QQ,QQQ.Q0__ Commencing January 1 of each Contract_ Year, Contract
Year Gross Revenues reset to zero and start to accrue again for the
purposes of calcul ating PG
4.1,2 The term 'gross revenues" or "reyenues. as used herein, is understood to
mean all income, whether coll ected or accrued, derived by the CONTRAçTQR
un der the privil eg es of this Agreem ent. incl udi ng. without lim itati on, tenn is
instructi on , les son s an d clinic, co urt ren tal fees, sal es, equipment rental, pro shop
sales , tourn am ents and tournament registratio n fees, an d the sale an d oper ation
of food and beverage concessions, excluding amounts f Federal, St ate, or City
sales tax, or other tax, gover n men t imposition, assessment, charge or expense of
any kind , collected by the CONTRA CTOR purs uan t to this Agr ee nent, and
req uired by law to be remitted to the taxing or other govemment authority .
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4.2 Du ring the Term of this Agreement, CONTRA TQR shal l prepare and submi t to the City,
prior to Oct ober 1 of each fiscal year (or portion th ereof th at is within the Term, a
prOp OSed, detailed line-item annual operating budg et for the Center ,_ in comp liance with a
format reasonably req uested by the City's Ch ief Fin ancial Officer . CON TRACTOR shall
also prepar e and submit prior to October 1gf each fiscal year (or portion thereof that is
withi n the Temm, a cash flow budget. based on its submitted operating budget for such
fiscal year._ The operating budget and the cash flow budget shall be approved by the Chief
Financial Officer, with such modifications as the Chief Financial Officer shall make,
4.3 m eCQNT RA TgR shal l provide a monthly activity report/revenue report which shall be
submitted to the City by the 25 day of each month__ 1he monthly reports shall include,
but not be limited to, the following information;
(A} a comprehensive description of the work performed, profit/l oss reports for
clinics . tournaments, lessons, etc. detailing revenues generated in the prior
month, expenses incurred in the prior month, and other performance measures as determined by the City
(B) a work plan to adequately address Continuous Quality improvement goals
in_the çQNTRA croR's management plan;
(C) a maintenance plan to adequately address court and facility maintenance
in the çNTAcrR'g management plan and as it relates to the
maintenance subcontractor Welch_ for a timely_ sch ed ule_ gf court
refurbishments and overall court maintenance; and
(D) the City reserves the right to add or modify the ttens required in the monthly
report,_as the City deems necessary, in its sale and reasonable discretion,
in order to adequately monitor performance of the çNTRACTOR
44 Sales end Use Tax
Payment of any required Florida State Sales and Us Tax shall be the responsibility of
CONT RACTOR.
4.5 Taxes, Assessments, and Utilities
451 çNTRACTOR agrees to and shall pay before delinquency all taxes
(including but not limited_ to resort taxes) and assessments gf any kind
assessed or levied upon çQNTRAçTQR and with and/or against the
Center,_ except as provided in subsection 4,5,2, by reason of this
g reem ent or by reason of the busin ess or othe r activities of
CONTRA CTOR upon or in connection with the Center. CONTRACTOR will
have the right. at its own expense, to contest the amount or validity. in
who le or in part, of any tax and/or assessment by appropr iate proceedin gs
diligently conducted in good faith.
QNTRA CTOR may refrai n from paying a tax or assessment to the extent
ft is contesting the assessment or imposition of same in a manner that is in
accordance with law, provided, however, if, as a result gf such contest,
additional delinquency charg es. become due, QNTRAçTQR sh all be
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responsible for such delinquency charges, in addition _to payment of the
contested tax and/or assessm ent, if so ordered.
çQNIRATOR, shall also pay for any fees imposed by law for licenses or
permits for any busin e ss or activities of ç QN TRA C T O R at the Center under
th is Agreement,
The CITY shall be res po n sib le for payment of utilities used by, for, or on
be half of the ope rati on s contemplated herein including, telephone, basic
cable, electricity, and water and sewer.
4,5,2 Progdure if Ad yalorem Taxes Asse ssed,
Notwithstand ing Subsection 4.5, the parties agree that the operations
cont emplated herein are intended for public purposes and, therefore,_no ad
yalorem taxes should be assessed by the Miami-Dade County_ Tax
Appraiser. [f,_h owever , said taxes are asses sed, City and çQNTRA CT
agree th at CO NTRA CTOR shall be responsible for real estate taxes whi ch
are assess ed against the Cent er. _If the entire City folio, wher e the cen ter is
locat ed, is assessed and the Miami-Dad e County Tax Appraiser does not
identify which portion of the City folio relates to the cgNTRA CT9R's Are a,
çQNTR A CTOR shall be respon sible for its proporti onate share,
determi ned by dividing the square footage of the Center, by the square
footage for the City folio where_ the Can ter is located. ln such case, either
party_may terminate the Agreemen t, upon providing the other party with
ninety days written notice.
4.6 Maintenance and Examination of Records.
CONTRACTOR shall maintain current, accurate. and com plete financial records on an
accru al basis of accounting related tg its operations pursuant to this Agreement Systems
and proced ures used to maintain these records shall include a system of internal controls
and all accounting records shall be maintained in accordance with generally accepted
accoun ting principles and shall be open to. inspecti on and audit, by the City Manager upon
reasonable prior request and during norma] business hours. Such records and accounts
shall include a breakdown_ of revenues,_ expenses, and profit and loss statement3,
CONTRACTOR shall maintain accurate recei pt-printing cash registers or a like alternative
gt the Center which will record and show the payment for every sale made or service
provided at the Center, and su ch other record s sh all be maintained as woul d be
rgsonably required by an independent CPA_in order to audit a statement of annual
reven ues and profit and loss statement pursuant to generally accepted accounting
prin ciples.
4.7 Inspection and Audit
CONTRACTOR shall maintain its financial records pertaining to its operations for a period
of three (3) years after the conclusion of any contract year and such recor ds shall be open
and available to the Sity Manager or his designee, as deemed necessary by the City
Ma nage r or his designee.
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CONTRACTOR shall maintain all such record s at its principal office, currently located at
15Q51 Royal Oak s Lane. Apt. 1604. North Miami, Flori da 3318__At the Ciy's request. in
connection with any inspection or audit format, gall such records shall be relocated., at
CONTRACTOR'S expense. to a location in Miami Beach, within ten (10) days' written
noti ces from the City,
The City, through its internal auditor or an independent auditor,_ shall be entitled to audit
çQNTRACT9R'S records pertaining to its operation as often as it deems reason ably
necess ary throughout the term of this Agreem ent. ang three (3) times within the three (3)
year. period following termination gf the Agreem ent, regardless of whether such
termination results from the natural expiration of the term or for any other reason. Ihg
City shall be responsible for payin g all costs associated with such audits. unless the
audit(s) reveals a deficien cy of five percent (5%)or more In CONTRACTOR'S statement
of revenues for any year or years audited, in which case CONTRACTOR shall pay to the
City, within thirty (30) days of the audit being deemed final (as specified below), the cost
gf the audit and a sum equal to the amount gf the deficiency reveal ed by the audit,_ plus
interest; provided, however. the audit shall not be deemed final until CONTRACTOR has
received the audit_ and hag had a reasonable opportunity to review the audit and discuss
the audit with the City. Nothing contained within this Section shall preclude the City's audit
rights for resor t tax collection purposes. CONTRACTOR shall submit, withi n sixty (&0)
days from the end of each calendar year, an audited annual statement of revenues, in a
form consistent with_ generally accepted accounting principles.
It ig CONTRATgR'S intent to stay informed of comments from and suggestions by the
City regarding CONTRACT9RS performance under the Agreement ythin thirty (30)
days after the end of each contract year, CONTRACTQR and City shall meet to review
CONTRACTOR's performance under the Agreement for the previous contract year. At
the meeting, CQNTRAçTQR and City may discuss quality, operational. maintenance and
any other issues regarding CONTRACT9F's performance under the Agreem ent.
(E) Subsection 5,1 oft the Agreement is hereby amended to read as follows:
5.1 CONTRACTOR agrees that during the Term of this Agreement, Martin Van Daalen shall
have active, ongoing direct participation in the day to day operation, maintenance and
management of the Center. In the event that the CONTRACTOR, or otherwise ceases to
participate in the day to day operation, maintenan ce, and managem ent of the Center
pursuant to this Agreement, then the City, at its sole option, may terminate this Agreement
for cause pursuant to Section 15. In the alternative, should the City not opt to terminate
this Agreement as provided therein, the City shell have prior written approval as to any
replacement of the Principal subsequently offered by the CONTRACTOR.
In connection with the performance of its responsibilities hereunder, CONTRACTOR may
hire Personnel (as defined in Subsection 3.4 herein), who will be the Personnel of the
CONTRACTOR and not of the City, and who will be subject to a background Check
Process, as set forth in Subsection 3.4 herein, at the expense of the CONTRACTOR.
CONTRACTOR shall provide an adequate number of Personnel and man-hours in order
to perform the services req uired under this Agreement. CONTRACTOR shall select the
number, function, compensation, including benefits (if any), and may, at its discretion and
at any time, adjust or revise the terms and cond itions relating to such Person nel, in order
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to ensure an adequate number of Personnel and man-hours to the satisfaction of the City
Manager or his design ee . The CONTRACTOR must provide the City with a copy of the
Personnel Contract deta iling the tenns of em ployment for coaches, instructors,
maintenance and office perso nnel. It is the expectati on of the City that all of the
CONTRACTOR'S personnel are pa id in a timely and consistent manner based on the
detailed spec ifications of the Personnel Contra ct.
(F) Subsecti on 7.8 of the Agreement is hereby amended to read as follows:
7.8 M an a geme nt of th9 Pro Shp
CONTRACTOR, at its own coat and expense , shall be responsible for purchasing and
stocki ng the Pro -Sh op with appropriate tennis products, including but not limited to snacks,
str ings, racquets, apparel, and beverages. Notwithstanding anything contained in Secti on
7, or in the Agreem ent, CONTRACTOR's food and beverage service shall be subject to
and shall not under any event, conflict with, or otherwise violate, the City's exclusive
vendi ng contract with Coca-C ola Refreshments USA, Inc. bbl/a Flo rida Coca-Col a Bottling
Com pan y and Coca Cola North America , a division of the Coca Cola Compan y (Coca-
Cola Contra ct) and the City's exclusive vending contra ct with Bett oli Trad ing Corp .
(Bettoli Contract") (collectively referred to herein as "City Vending Contracts"); copies of
which are attached hereto and made a part hereo f as com posite Exhibit D. All monthly
income from the Pro-S hop shall be collected by the City and treated as part of the monthly
gros s prog ramming revenues. The City will not be responsible for the purchasing,
inventory , ordering, delivery or security of such prod ucts.
Furtherm ore,_ the "Premises" shall include the tennis cant er café area which
CONTRA CT yyi ll manage and operate upon completion of the café con struction project.
The tennis cente r café operatio n and management terms and conditions will be
determined by the City Manager at the com pletion of the constructi on project.
(G) Subsecti on 8.2 of the Agre em ent ls h e reb y am en d ed to rea d as follows :
8.2 Building and Facility Ma intenance.
The City further acknowledg es that the CONTRACTOR shall not be req uired to impro ve,
repair, restore, refurbish, or otherwise incur any expen se in improvin g or changing the
condition of the Cente r, except for all costs in connection with the fulfillment of this
Agree ment including, with out limitation; costs in connection with the maintenance of the
progr am ming equipment and any costs relating to damage to the Facility caused as a
result of CONTRACTOR'S neg ligence.
The City shall maintain all electrical, HVAC, plumbing and foundation and structural
syste ms, roofs , exterior wa lls , and sports lighting at the Cente r at its sole cost, and in its
sole discretion as to mean , manner and meth ods used for such maintenance.
The City will maintain the grass and landsca ped areas in those portions surrounding the
Cent er and within the Center. as-well as mai nten ance f the equipmen t in conn ection with
the upkeep- of- the tennis oourte- to incl ude : çQNTRACTOR wil l be respon sible for al] costs
in connection with operating the Center (ie_ offi ce supplies, inter net, etc.); cost s in
conn ection with the mainte nance of the eq uipmen t;_ costs in con necti on yyith the upkeep
of the tennis courts, to include surface clay purchase: and costs in connecti on with the
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dail y m ain t e n an ce an d jani tor ial sen yi çes of the Center incl uding, with out limitation, the
following
(A) yyindscgeens
(B) Clay
(C) Nets (includes hardware )
(D) Lines {includes hardware)
(E) Algae and Weeds on courts
(F) R estro om s (cle an and stock ed)
(G) Pro Shop and facility cleanliness
(H) Litter Control
(l) yatgr coolers, ice, water and cups on the courts for patron use,
CONTRACTOR agrees to assist in helping to ensure the facility remains clean and tidy.
City shall have the sole discretion as to the means, manner and methods utilized for
aforestated maintenance.
(H) Subsection 8.3 of the Agreement ls he reby amended to read as follows:
8 .3 Co urts ang R el ated F a cil iti es Mainten an ce Standards,
The City çQNTRACTOR sh a ll comply with mi nim um standards set forth for the
underground watering systems, as set forth by the builder of the Center (Welch Tennis).
The City shall conduct monthly maintenance inspections to ensure courts are up to
industry standards. Th9 CONTRACTOR will be resp on si bl e for corrective actions when
identified yyithin a reasonable amount of time based on industry standards for such repairs,
gr immediate correctiye action shall be taken when it addresses life safety issues. [f court
maintenance deficiencies are foun d by Ci_y_staff,_the City may require court inspections
from an outs ide vendor at the expe nse of the CONTRACTOR. The City will advise the
CONTRACT9R gf the findings and the CONTRACTOR must promptly respon d_to the
findings in writing, addressi ng al] findings incl udi ng an acti on plan and time line for
correcting any discrepancies identified in said findings. lt is further understood that upon
the request of the Ciy. CONTRATQR shall periodicaly, or upon the City's written
req ue st pro vi de the City M an ag er or his desi gn ee, with a m ain ten an ce report in a format
approved by the City.
(l) S ubsecti on 8.4 of the A greem ent is here by amen ded to read as fol lows:
8.4 Equipment.
The CONTRACTOR must purchase and maintain, at its own cost and expense, all
materials, labor, and any and all equipm ent required to operate tennis programming and
maintenance at the Center. Such equipment to be included as pa rt of the
CONTRACTOR's expen se are:
(A ) Ball Caddies
(B) Tennis Balls
(C) Racquets
(D) String
(E) Water Cooler
(F) Stringing Machine
(G) Ball Machine
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(H ) Clothi ng Racks for Display
The City has supplied the Center with the following equipment that will be left for the
CONTRACTQR at the Center in 'as is" condition;
(A) Bloygrs
(B) Trimmers
(C) Hoty ater /Press ure W ashing
(D) Trash cana
(E) Brooms and Pans
(F) Rakes
(G) Giliberti
(H) Court groo ming materials ie Aussie Sweeps, rollers, etc.)
(I) Be nches
(J) LJmbrellas
(K) Qutdoor Furniture
(L) Televisions
(M) Stringing Machine
(N) Ball Machine
In the event any of the CONTRACTOR'S equipment or materials are lost, stolen, or
da mag ed , they shall be replace d or repaired at the sole cost and expen se of the
CONTRACTOR in no more than five (5) days from date of loss , or if not possible, withi n
such time frame, as promptly as reaso nably possible, but in no event to exceed fifteen
(15) days. The CONTRA CTOR shall maintain, in accord ance with the manufacturer's
specifica tions and maintenance requirements, all equipment, whether City owned or
owned by the CONTRACTOR, herein specifi ed and purchased. All equipment shall be
kept clean, fully functional and free of damage. With respect to the lce Machine utilized by
the entire park (North Shore Park), CONTRACTOR is permitted to access ice from the
machine._ lf the lce Machi ne is not operable for any given reason , it will be the resp on sibility
of the CONTRACTOR to purchase ice at the CONTRA CTOR'S expe nse . Any equipment
purchased by çQNTRATOR with thg revenues from the operation of the Center shall
remain property of the City at all times. Any equipment purch ased by CONTRACTOR
with CONTRACTOR's own funds shall remain the property of CONTRACTOR.
(J) Section 10 of the Agreement ls hereby amended to read as follows:
1 O. Fines and Penalties.
The City reserves the right to levy fin es against the CON TRACTOR when the City
determines that CONTRA CTOR is not meeting the necessar y work requirements. The
following table below depicts areas where fines will be levied:
Work Activity
Quality of Operation s
Personnel Shortages
Pgrsonn eL Payroll
Personnel External Instruction
Personnel Dress Code
Grace Period
24 hours
4 hours
24 hours
24 hours
8 hours
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Reporting
Payments
Equipment Deficiencies
Supplies
Prog ram Management
Communications
Life Safety Maintenance
24 hour
24 hours
72 hours
8 hours
24 hours
48 hours
2 hours
Fines for failures to complete corrective action for any of the work activities listed above
are as follows:
- $100 after failing to complete corrective action after two (2) notificati ons
- $200 after failing to complete corrective action after three (3) notificatio ns
- $500 after failing to complete corrective action after four (4) notifications
If additional time is required to complete correctiv e action, a written request must be
submitted for approval to the City prior to the end of the grace period. The basis for the
implementation of fines and penalties includes but is not limited to the following:
a. Quality of Operations - Inabi lity to provide seryice in a workm anlike and
pr!fessional manner, failure to conform _to professional and industry
standards: unable to provide maintenance services in a manner in clean
orderly and safe condition; and inability to meet the City's established
tenn is court maintenance standards ln accor dance with the Tennis Court
Manufacturer's standards and_ guidelines for hydro_courts or other similar
tennis court system.
b. Personnel Shortages - Failure to provide a staffing plan that meets the
maintenance coverage requirements of the service area, and/or failure to
provide the necessary on-site personnel in accordance to the staffing plan.
c. Perso nnel Payroll - Failure to pay perso nnel in a timely manner and based
on thg terms specified_in the Personnel Contact,
d. Personnel External Instruction - CONTRACTOR is responsible for
ensuring that any external instruction engaged in by personnel must be
such as to not directly or indirectly compete with the Tennis Cen ter's
business which incdudes private coaching and!or instruction at other City-
gwyned neighborhood tennis courts,
e. Personnel Dress Code - Failure of 'employees to meet uniform
requirements, including wearing clean uniforms.
f. Reporting - Failure to submit required maintenance and financial repor ts
on due dates.
g. Payments - Fgilure to submit required monthly payments and thresholds
on due dates .
h. Equipment Deficiencies - Inability to fully operate; in non-functional
condition; in state of disrepai r and or visibly damaged; lacking
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i.
j.
maintenance; and not generally maintained and In clean condition.
Supplies - Failure to provi de the supplies necessa ry for the proper
executi on of the program or mainten ance service specified.
Prog ram Managem ent ., Fallure to implement a com prehensive
management progr am to respond to City and/ or stakeholder requests for
services and maintenance issues covered by the Contra ct.
k. Communications - Failure to submit an approved communication s plan
addressing routine, sched uled , and emergency maintenance and repair
activities, and failure to provide timely notifications as previous pres cribed.
I. Safety Regulations- Failure to adhere to OSHA's most recently published
Safety and Health Reg ulati on s and gen eral Occupational Safety. and
Hea lth Standards. ·
3. RATIFICATION .
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a confl ict betwee n the provision s of
this Amendment and the Agreement, the provi sions of this Amend ment shall govern.
IN WITN ESS WH ERE OF, the parties hereto have caused this Amendment to be execut ed
by their appropriate officials, as of the date first entered above.
THE RE MAINDE R OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 13 of 14
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FORCITY: CITY OF MIAM I BEA CH, FLORIDA
A TT EST: =-!__
er / Rei.er E. @Gran ad o, Ciy Cieri
Date I I
FOR CONTRACTOR:
A TT E S T :
By:
·fy)e e4a.» kae tune
%2"
Dan Gelber, Mayor
VAN DAALEN TENNIS, LLC
Martin Van Daalen
Print Name
Date
s+···"+·.,,
. . • • =2is' e · .
\ /
Page 14 of 14
Page 463 of 1855
APPROVED AS TO
FORM & LANGUAGE
&R)ŒTK)N $,ß s2un ame j "n
I
AMENDMENT NO. 4
TO VAN DAAL EN TENNIS, LLC ONE (1) YEAR PILOT
AGREEMENT TO PROVIDE PROGRA MMING AT THE
CITY 'S MIAMI BEA CH TENNIS CENTER
This Amendment No. 4 ("Amendment") to the Agreement, dated August 30, 2017, to
provide Programming at the City's Miami Beach Tennis Center, by and between the City of Miami
Beach, Florida, a municipal corporation organized and existing under the laws of the State of
Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach,
Florida 33139 (the "City"), and Van Daalen Tennis, LLC, a Florida limited liability company, having
its principal place of business at 15051 Royal Oaks Lane, Apt. 1604, North Miami, Florida 33181
("CONTRACTOR"), is entered into this __ day of 2020.
RECITALS
WHEREAS, on July 26, 2017, the Mayor and City Commission adopted Resolution
Number 2017-29936, accepting the written recommendation of the City Manager and waiving, by
5/7 vote, the competitive bidding requirement, finding such waiver to be in the best interest of
the City; and approving, in substantial form, a one (1) year pilot agreement between the City and
Van Daalen Tennis, LLC ("CONTRACTOR"), for programming at the City's "Miami Beach Tennis
Center" (the "Center"); and
WHEREAS, on August 30, 2017, the City and Van Daalen Tennis, LLC. ("Contractor")
executed the One (1) Year Pilot Agreement (the "Agreement") to Provide Tennis Programming
at the City's North Shore Tennis Center, now known as the "Miami Beach Tennis Center" (the
Center"); and
WHEREAS, at the April 11, 2018 City Commission Meeting, a discussion regarding a
term extension of 6-months for Van Daalen Tennis, LLC. to provide programming, following the
completion of the scheduled construction projects at the "Center" was referred to the Finance
and Citywide Projects Committee (FCWPC"); and
WHEREAS, on April 11, 2018, the City Commission adopted Resolution No. 2018-
30279, changing the name from "North Shore Tennis Center" to the "Miami Beach Tennis
Center"; and
WHEREA S, on June 6, 2018, the Mayor and City Commission adopted Resolution No.
2018-30330, accepting the recommendation of the Finance and Citywide Projects Committee,
at its May 18, 2018 meeting, approving Amendment No. 1to the Agreement, including the
following essential terms:
(1) Acknowledging the term extension of six months at the completion of the scheduled
construction projects at the Miami Beach Tennis Center for Van Daalen Tennis, LLC;
(2) Acknowledging the Contractor's education compact fund contribution, in an amount of
$500.00;
(3) providing for the addition of language related to identifying the Center as the Miami
Beach Ten nis Center;
(4) Adding language addressing light fees and club baskets;
(5) Adding language regarding payment to Contractor for the City's summer sports
specialty camp;
Page 1 of 4
Page 464 of 1855
(6) Updating the tennis software provider; and
(7) Providing the City with utilization of courts for City produced tennis related special
events and/or City sponsored special events to be added to the scope of the
Agreement; and
WHEREAS, at the April 1 0, 2019 City Commission Meeting, City staff updated the City
Commission with respect to the opening of the Center, which is slated to occur during late
Spring or Summer of 2020, and that prior to the end of the term, the Administration would be
bringing forward a procurement item so that the Agreement may be competitively bid; and
WHEREAS, since Contractor took over the programming, the Center experienced an
increase in participation numbers and therefore an increase in both programming and
merchandise revenues; and
WHEREAS, at the April 10, 2019 City Commission Meeting, Resolution No. 2019-
30776 was passed approving Amendment No. 2 to the pilot agreement to adjust the
Contractor's programming and management fee from $500,000.00 to a not to exceed amount of
$750,000.00 per year during the term of the agreement to correspond to the programming
demands; and
WHEREAS, at the July 19, 2019 Finance and Citywide Projects Committee meeting, a
motion was made to have the Parks and Recreation Department amend the Van Daalen Tennis,
LLC ("Contractor") Pilot Agreement, providing programming at the City's Miami Beach Tennis
Center, by shifting the responsibility of operating and personnel cost to the Contractor; and
WHEREAS, at the July 31, 2019 Commission Meeting, Resolution No. 2019-30923
was passed to amend the Pilot Agreement with Van Daalen Tennis, LLC. (Contractor) to
provide programming at the City's Miami Beach Tennis Center; said amendment transferring,
from the City to the Contractor, the responsibility for payment of operational and personnel
expenses at the Center; and
WHEREAS, at the October 16, 2019 Commission Meeting, Resolution No. 2019-31029
was passed approving Amendment No. 3; and
WHEREAS, at the July 29, 2020 Commission Meeting, Resolution No. 2020-XXXX was
passed accepting the written recommendation of the City Manager with respect to providing
COVID-19 rent relief to the commercial tenants/operators of City-owned property, and approving
the waiver of all rents and fees due to the City; and
WHEREAS, following this initiative, the Contractor's Minimum Guarantee will be lowered
to $3,000.00 monthly, providing relief to the Contractor beginning in October 2020 and ending
once regular programming operations resume.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and CONTRACTOR hereby agree to amend the Agreement as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this Amendment.
Page 2 of4
Page 465 of 1855
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck through and inserted items underlined)
as follows:
Subsection 4.1.1 of the Agreement is hereby amended to read as follows:
4.1.1 Notwithstanding anything to the contrary in this Subsection 4.1, the City shall, without
limitation, be paid by wire transfer from the established bank account to the City's account, on the
last work day of each month during the Term of this Agreement, the following amounts:
(A) A minimum monthly guaranteed payment of $3,500.00 ("Minimum Guarantee" or
"MG") for year 1 (one) of the Agreement. The minimum monthly guarantee will be
increased by $500 for each "Renewal Term"; and
(B) In addition to the Minimum Guarantee, within fifteen days from the last day of each
month, the City shall be entitled to an additional monthly payment, based upon a
percentage of the total Gross Revenues (as defined herein) as it cumulatively
accrues during each Contract Year {"Contract Year Gross Revenues"), due upon
the Contract Year Gross Revenues exceeding the threshold of $700,000.00
("Percentage Gross" or "PG"), as determined by the Contract Year Gross
Revenues accrued as of the last day of each month, as follows: a payment equal
to 5% of Contract Year Gross Revenue when said Contract Year Gross Revenues
exceed the total sum of$700,000.00. Commencing January 1st of each Contract
Year, Contract Year Gross Revenues reset to zero and start to accrue again for
the purposes of calculating PG
(C) In response to the COVID-19 pandemic, the Minimum Guarantee will be lowered
to $3,000.00, providing relief to the Contractor beginning in October 2020 and
ending once regular programming operations resume. At that time, the Minimum
Guarantee will return to the payment agreed upon under subsection 4.1.1 (A) and
4.1.1 (B).
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the provisions of
this Amendment and the Agreement, the provisions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their appropriate officials, as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 3 of 4
Page 466 of 1855
FOR CITY : CITY OF MIAMI BEACH, FLORIDA
ATT EST:
By:
Rafael E. Granado, City Clerk Dan Gelber, Mayor
Date
FOR CONTRA CTOR: VAN DAA LEN TENNIS, LLC
ATT EST:
By:
Print Name and Title
Director of Programming
Martin Van Daalen
Print Name
Date
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